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Mideast India Limited Annual Report

2016-17

MIDEAST (INDIA) LIMITED CIN: L63090DL1977PLC008684

Regd Office: Ground Floor, 8/15, Mehram Nagar, New Delhi- 110037

Email: [email protected] W: www.mideastindialtd.com Tel: 011-25675344

________________________________________________________________________

NOTICE

Notice is hereby given that the 41st Annual General Meeting of the Members of Mideast (India)

Limited will be held on Wednesday, 27th Day of September, 2017 at 2.00 P.M. at The Claremont,

Mehrauli Gurgaon Road, Aaya Nagar, Aya Nagar Phase 2, New Delhi -110047 to transact the

following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements including audited

consolidated financial statements of the Company for the financial year ended

31st March, 2017 together with the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. J. K. Singh (DIN: 00090649), who retires by

rotation and being eligible, offers himself for re-appointment.

3. To consider and if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 139, 142 and other applicable

provisions of the Companies Act, 2013, if any, read with the Companies (Audit &

Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s. N.

Dhawan & Co., Chartered Accountants, (Firm Registration No. 007095N) be and is

hereby appointed as the Statutory Auditors of the Company in place of M/s Sangram Paul

& Co. (Firm Registration No. 111009W). retiring auditor, to hold the office from the

conclusion of this Annual General Meeting till the conclusion of 46th Annual General

Meeting of the Company, subject to ratification of the said appointment at every Annual

General Meeting, at a remuneration plus service tax, out of pocket expense, travelling and

living expenses as decided by the Board of Directors.

RESOLVED FUTHER THAT the Board of Directors be and is hereby authorised to do

all such act(s), deed(s) and thing(s) as may be considered necessary, proper or expedient

in order to give effect to the above resolution.”

SPECIAL BUSINESS

4. To appoint Mr. Manoj Kumar Pandey (DIN: 02916887) as an Independent Director of the

Company and in this regard, to consider and if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT Mr. Manoj Kumar Pandey (DIN: 02916887), who was appointed

by the Board of Directors as an Additional Director of the Company with effect from

18th January, 2017 under Section 161(1) of the Companies Act, 2013 (Act) and the

Companies (Appointment and Qualification of Directors) Rules, 2014 who is eligible for

appointment and in respect of whom the company has received a notice in writing from a

Member under Section 160 of the Act signifying his intention to propose the candidature


2016-17

of Mr. Manoj Kumar Pandey (DIN: 02916887), for the office of Director be and is hereby

appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant of provisions of Section 149, 150 and 152

read with Schedule IV and other applicable provisions, if any, of the Act, the Companies

(Appointment and qualifications of Directors) rules, 2014 (including any statutory

modifications or reenactment(s) thereof for the time being in force), Mr. Manoj Kumar

Pandey (DIN: 02916887), be and is hereby appointed as an Independent Director of the

Company, not liable to retire by rotation upto 46th AGM of the Company to be held in

2022.

5. To consider and if thought fit, to pass, with or without modification(s), the following

resolution as a Special Resolution:

RESOLVED THAT the consent of the Company be and is hereby accorded to the Board

of Directors of the Company under Section 180(1)(c) and other applicable provisions, if

any, of the Companies Act, 2013 and rules made thereunder (including any statutory

modification(s) or re-enactment thereof for the time being in force), to borrow any sum or

sums of money from time to time at their discretion, for the purpose of business of the

Company, notwithstanding that the money or moneys to be borrowed together with the

moneys already borrowed by the Company, apart from the temporary loans obtained from

the company’s bankers in ordinary course of business, may exceed the aggregate of the

paid up share capital and free reserves of the Company, provided however that the total

amount so borrowed shall not exceed Rs. 100,00,00,000 (Rupees One Hundred Crores

only).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the

Board be and is hereby authorized to do all acts, deeds, matters and things as it may in its

absolute discretion deem necessary, proper or desirable and to settle any question,

difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to do

all acts, deeds matters and things and to execute all documents, writings, as may be

necessary , proper or desirable or expedient to give effect to this resolution.”

For and on Behalf of the Board

Jitendra Kumar Singh

DIN: 00090649

Director

D-3A, Ansal Villa, Satbari,

New Delhi-110030

Date: 14.08.2017

Place: New Delhi


2016-17

NOTES:

1) An explanatory statement pursuant to Section 102 of the Companies Act, 2013 in respect of item

no. 4 & 5 of the notice set out above is annexed herewith.

2) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and

vote instead of himself and a proxy need not be a member of the company.

3) The notice of the Meeting will be available at the Company’s website www.mideastindialtd.com.

4) A person can act as proxy on behalf of not more than fifty members and holding not more than ten

percent of the total share capital of the company. A Member holding more than ten percent of the

total share capital of the Company carrying voting rights may appoint a single person as a proxy

and such person shall not act as proxy for any other person or shareholder The instrument

appointing proxy in order to be effective should be duly stamped, completed and signed and should

be deposited at the Registered Office of the Company not later than 48 hours before the time fixed

for the meeting.

5) Members / proxies should bring the Attendance Slip duly filled in for attending the meeting. The

form of attendance slip and proxy form are attached with the Notice.

6) For members who have not registered their email address, physical copies of the Notice of the 41st

Annual General Meeting of the Company along with Attendance Slip and Proxy Form is being sent

in the permitted mode.

7) During the period beginning 24 hours before the time fixed for the commencement of the Annual

General meeting and ending with the conclusion of the meeting, a Member would be entitled to

inspect the proxies lodged at any time during the business hours of the Company, provided that not

less than three days of notice in writing is given to the Company.

8) Corporate Members intending to send their authorized representative to attend the meeting are

requested to send at the Registered Office of the Company, a duly certified copy of the Board

Resolution, pursuant to Section 113 of the Companies Act, 2013, authorizing their representatives

to attend and vote on their behalf at the Annual General Meeting.

9) The Register of Members and Share Transfer Books will remain closed from Friday,22nd

September, 2017 to Wednesday, 27th

September, 2017 (both days inclusive).

.

10) In case of joint holders attending the Annual General Meeting, only such joint holder who is higher

in the order of name and attending the meeting, will be entitled to vote.

11) Members are requested to bring their copy of the Annual Report to the Annual General Meeting.

12) Members holding shares in physical form are requested to notify/send any change in their address

to the Company’s Registrars and Share Transfer Agents or to the Company at its Registered Office.

13) Members desirous of obtaining any information / clarification concerning the Financial Statements

for the financial year ended March 31, 2017 of the Company, may send their queries in writing

atleast seven days before the Annual General Meeting to the Company Secretary at the Registered

Office of the Company or at E-Mail Id : [email protected]

14) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent

Account Number (PAN) by every participant in securities market. Members holding shares in

electronic form are therefore, requested to submit the PAN to their Depository Participants with

whom they are maintaining their demat account. Members holding shares in physical form can

submit their PAN details to Skyline Financial Services Private Limited, Registrar and Share

Transfer Agent of the Company

15) Members may please note that briefcase, bag, mobile phone and/or eatables shall not be

allowed to be taken inside the hall for security reasons.

16) Pursuant to Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirement),

Regulations, 2015 and Secretarial Standards 2 issued by ICSI the brief profile of Director eligible

for appointment/re-appointment vide item no. 2 and 4 is as follows:-


2016-17

Particulars Mr. Jitendra Kumar Singh Mr. Manoj Kumar Pandey

DIN

00090649 02916887

Date of Birth 71 39

Date of appointment 28th

July, 1977 18th

January, 2017

Qualifications Graduation from Yale University with

specialization in metallurgy

Bachelors in Business Administration

Expertise in specific

functional areas

Mr. J. K. Singh is specialized in metallurgy,

with a graduation from Yale University, USA

in 1966. He is the founder promoter of the

MESCO group. He is a driving force behind a

host of companies in the MESCO group and

the man on whose vision this group is

established. MESCO has gone from strength to

strength under his able business guidance and

entrepreneurship.

Mr. Manoj Kumar Pandey is an

accomplished professional with over

16 years of experience in Aviation

&Aerospace industry. Mr. Pandey

started his career as Aircraft Engineer

and gained experience in varied

segments of the industry viz

manufacturing, maintenance, Quality,

Storage &distribution, sales

&consultancy etc. He also holds a

Bachelors’ Degree in Business

Administration.

Directorships in other

Companies

1. Mesco Kalinga Steel Limited

2. Mesco India Limited

3. Mesco Hotels Limited

4. Twenty First Century Finance Ltd

5. Mesco Logistics Limited

6. Mesco Mining Limited

7. Mesco Pharmaceuticals Limited

8. Maithan Ispat Limited

9. Chhindwara Coal Washing Private

Limited

10. M&M Aerospace Private Limited

11. Mesco GJD Aerospace Private

Limited.

1. Thrust Aviation Services

Private Limited

2. Galactic Aerospace Private

Limited

3. M&M Aerospace Private

Limited

4. TNP Airlines Private Limited

5. TNP Hospitality Private

Limited

6. Mesco GJD Aerospace

Private Limited

Memberships /

Chairmanships of

committees of other

public companies

(includes only Audit

Committee and

Stakeholders’

Relationship

Committee.)

1. Chairman-Audit Committee, Mesco

Mining Limited

2. Member-Audit Committee, Mesco

Pharmaceuticals Limited

3. Member- Audit Committee, Mesco

Kalinga Steel Limited

NIL

Number of shares

held in the Company

22,20,850 NIL

Relationship with any

Director(s) of the

Company

Husband of Mrs. Rita Singh NA

Terms & Conditions

of

Appointment/Re-

appointment

Re-appointment pursuant to Section 152 of

Companies Act, 2013

Appointment for a period of five years

not liable to retire by rotation

Remuneration Details Nil Sitting fees is payable. The details are

given in the Annual Report

No. of Board

meetings

attended out of 5

meetings held during

the year

5 1


2016-17

17) All the documents referred to in the accompanying Notice and the Statement pursuant to Section

102(1) of the Companies Act, 2013, will be available for inspection at the Registered Office of the

Company during business hours on all working days up to the date of the declaration of the result

of the 41st Annual General Meeting of the Company.

18) Route Map as per Secretarial Standard 2 is annexed herewith.

19) Guidelines for attending the ensuing Annual General Meeting of the Company:

a) Entry to the venue will be strictly against entry coupon available at the counters at the venue

and against the exchange of duly filled in, signed and valid Attendance Slip.

b) Any briefcase/bags/eatables or other articles are not allowed inside the Auditorium/Hall.

c) Member(s) are requested to bring the copy of the Annual Report to the meeting.

d) The voting rights of Members shall be in proportion to the shares held by them in the paid up

equity share capital of the Company as on 31st March, 2017.

e) The results declared will also be placed on the Company’s website www.mideastindialtd.com

and communicated to the Stock Exchanges

20) You can also update your mobile number and e-mail id in the user profile details of the folio which

may be used for sending future communication(s).


Mideast (India) Limited


Date: 14.08.2017 DIN: 00090649

Place: New Delhi Director


New Delhi-110030


2016-17

Explanatory Statement (Pursuant to section 102 of the Companies Act, 2013)

Explanatory Statement, as required under section 102 of the Companies Act 2013, set out all material facts

relating to the business under Item No. 4 and 5 of the accompanying notice.

Item No. 4

The Board of Directors has appointed Mr. Manoj Kumar Pandey (DIN: 02916887) as an Additional Director

of the Company w.e.f 18th

January, 2017 pursuant to Section 161(1) of the Companies Act, 2013(“the Act”)

in the category “Independent Director”. In terms of the provisions of Section 161(1) of the Companies Act,

2013, Mr. Manoj Kumar Pandey (DIN: 02916887) will hold office only upto the date of ensuing Annual

General Meeting.

As per the provisions of Section 149(4) of the Act and the Companies (Appointment and qualifications of

Directors) rules, 2014 the Company should have at least 2 Independent Director on the Board of Directors

of the Company. The said legal requirement is fulfilled by the appointment of Mr. Manoj Kumar Pandey

(DIN: 02916887), as a Director of the Company.

The Company has received a Notice in writing under the provisions of section 160 of the Companies Act,

2013, along with a deposit of Rs. 1,00,000/- proposing the candidature of Mr. Manoj Kumar Pandey

(DIN:02916887), for the office of Director. The Company has also receivedDIR-2, DIR-8 and declaration of

independence as per the requirement of Companies Act, 2013.

Mr. Manoj Kumar Pandey (DIN: 02916887), being eligible and offering himself for appointment, is

proposed to be appointed as an Independent Director for a term of 5 (Five) years from the date of this AGM

upto the date of AGM to be held in the calendar year 2022.

Copy of the draft letter for appointment of Mr. Manoj Kumar Pandey (DIN: 02916887), as an Independent

Director setting out the terms and conditions would be available for inspection without any fee by the

members at the Registered Office of the Company during normal business hours on any working day till the

date of AGM.

The Board of Directors of your Company recommends the resolution in relation to appointment of Mr.

Manoj Kumar Pandey (DIN: 02916887), as an Independent Director, for the approval by the shareholders of

the Company.

Except Mr. Manoj Kumar Pandey (DIN: 02916887), no other Director and Key Managerial Personnel of the

Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at

Item No. 4.


2016-17

Item No. 5

Keeping in view your Company’s business requirements and growth plans, it is considered desirable to

increase the said borrowing limits under the provisions of Section 180(1)(c) of the Companies Act, 2013

(the “Act”).

The borrowings by a Company, in general, are required to be secured by mortgage or charge on all or any of

the moveable or immovable properties of the Company in such form, manner and ranking as may be

determined by the Board from time to time, in consultation with the lender(s). Your consent is required

under the provisions of Sections 180(1)(c) of the Act, to increase the borrowing limits and to mortgage and /

or create a charge on any of the moveable and / or immovable properties and / or the whole or any part of

the undertaking(s) of your Company to secure its borrowings.

None of the Directors, Key Managerial Personnel and their relatives, are in any way, concerned or interested

in the said resolutions. The resolution as set out in Item No. 5 of this Notice is accordingly recommended

for your approval.



Date: 14.08.2017 DIN: 00090649

Place: New Delhi Director


New Delhi-110030


2016-17

Rout Map as per Secretarial Standard 2 is enclosed regarding venue of Annual General Meeting


2016-17

DIRECTORS’ REPORT

TO

THE MEMBERS,

MIDEAST (INDIA) LIMITED

Your Directors take pleasure in presenting the 41st Annual Report on the business and operations

of the Company and the accounts for the Financial Year ended 31st March, 2017.

1. Financial summary or highlights/Performance of the Company

(Amount in Rs.)

Particulars Period ended

31st March, 2017 31

st March, 2016

Revenue from Operations 0 0

Other income 53,52,757 49,50,117

Profit before Depreciation and Tax 23,21,225 1,88,41,93,210

less: Depreciation 6,29,585 0

Profit (loss) before Tax 16,91,640 1,88,41,93,210

Tax Expenses:

Current Tax

Earlier year Tax

Deferred Tax

7,21,608

1,56,476

6,21,640

12,66,446

-

-

Profit (Loss) after Tax 1,91,916 1,88,29,26,764

2. Dividend

Your company has not declared or recommended dividend for the financial year ended on

31st March, 2017

3. Transfer to Reserves

No amounts were proposed by Board to be carried to the reserves.

4. Brief description of the Company’s working during the year/State of Company’s affairs

During the year under review, total income of the Company was Rs. 5,352,757 against the

income of Rs. 4,950,117 during previous year. Your Directors are putting in their best efforts to

improve the performance of the Company.

5. Change in the nature of business

There was no change in the nature of business.


2016-17

6. Material changes and commitments, if any, affecting the financial position of the company

which have occurred between the end of the financial year of the company to which the

financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company

occurred between the end of the financial year to which these financial statements relate and

date of this report.

Your Company has made an application for the revocation of suspension of its shares with

Bombay Stock Exchange.

7. Details of significant and material orders passed by the regulators or courts or tribunals

impacting the going concern status and company’s operations in future.

No significant and material orders were passed by the regulators or courts or tribunals

impacting the going concern status and company’s operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial

Statements

The Company has designed and implemented process driven framework for internal financial

controls within the meaning of explanation to Section 134 (5) (e) of the Companies Act, 2013.

For the year ended 31st March, 2017, Board is of the opinion that the Company has sound

internal financial controls commensurate with the nature and size of its business operations,

wherein controls are in place and operating effectively and no material weaknesses exist. The

Company has a process in place to continuously monitor the existing controls and identify

gaps, if any, and implement new and / or improved controls, wherever the effect of such gaps

would have a material effect on the Company’s operation.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has one Associate Company i.e. “Mideast Integrated Steels Limited”. AOC-1

is attached as Annexure-I. Given below are brief details:

S.

No.

Name And Address of The

Company

CIN/GLN

Holding/

Subsidiary

/Associate

% of

shares

held

Applicabl

e

Section

1. Mideast Integrated Steels

Limited

L74899DL1992PLC050216 Associate 23.61%

2(6)

10. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

11. Listing

The equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE), Calcutta

Stock Exchange and Ahmedabad Stock Exchange. At present the trading of shares is

suspended on the exchanges due to non-resolution of investor complaints and penal reasons.

However the company has filed an application with BSE for revocation of suspension in

trading of equity shares.


2016-17

12. Report on Management Discussion Analysis

Management Discussion and Analysis Report for the financial year under review as stipulated

in Regulation 34 read with part B of Schedule V of SEBI (Listing Obligations and Disclosure

Requirement) Regulations, 2015 entered into with the Stock Exchanges is set out in a separate

section forming part of Director’s Report.

13. Corporate Governance Corporate Governance Report together with a Certificate from your auditors confirming

compliance with the conditions of Corporate Governance is set out in a separate section

forming part of Director’s Report

14. Auditors

M/s. Sangram Paul & Co., Chartered Accountants, was appointed as Statutory Auditors of the

Company for 3 years in the Annual General Meeting held on 30th June, 2014. Since their term

of audit was till conclusion of 41st AGM, company has proposed M/s N. Dhawan & Co.

Chartered Accountants, (FRN: 007095N) in his place. The Company has received a written

consent and certificate from M/s N. Dhawan & Co. Chartered Accountants, (FRN: 007095N) to

the effect that if they are appointed, it would be in accordance with the provisions of Section

141 of the Companies Act, 2013. His appointment is to be confirmed and approved in the

ensuing Annual General Meeting.

There are no qualifications, reservations or adverse remarks or disclaimers made by the

Auditors in their report on the Financial Statements of the Company for the Financial Year

ended 31st March, 2017.

b. Cost Auditor

As per section 148 of the Companies Act, 2013 read with rules made thereunder, cost audit is

not applicable to the Company during the year 2016-17.

15. A) Share Capital

During the Financial Year 2016-17, the paid up share capital of the Company was Rs.

502,053,980/-divided into 501,553,98 Equity shares of Rs.10/- each fully paid and 100,000

Equity shares of Rs. 5/-each as calls in arrears.

B) Issue of equity shares with differential rights/ Buy Back of Securities/ Issue of sweat

equity shares/ Bonus Shares/ Provision of money by company for purchase of its own shares

by employees or by trustees for the benefit of employees

The Company has not issued shares with differential voting rights. It has neither issued sweat

equity shares nor make buy back of its shares.

C) Issue of employee stock options The Company has not issued any shares as employee stock options scheme during the year

under consideration.


2016-17

16. Extract of the annual return The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the

Companies (Management and administration) Rules, 2014 is furnished in Annexure- II and is

attached to this Report.

17. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo a) Conservation of Energy & Technology Absorption: Since the Company is not

engaged in any manufacturing activity, issues relating to conservation of energy and

technology absorption are not given.

b) Export Activities: There was no export activity in the Company during the year under

review.

c) Foreign Exchange Earnings and Outgo: The Income & Expenditure in foreign

exchange is as under during the year under review:

Foreign Exchange outgo : Rs. Nil (previous year Rs. Nil)

CIF Value of Imports : Rs. Nil (previous year Rs. Nil)

Foreign Exchange Earning : Rs. Nil (previous year Rs. Nil)

18. Corporate Social Responsibility (CSR) The company is not covered in the limits prescribed under section 135 of the Companies Act,

2013, therefore Corporate Social Responsibility is not applicable.

19. Directors / Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel

Mr. J. K Singh (DIN: 00090649) retires by rotation and being eligible offers himself for re-

appointment as director of the company.

Mr. Hawa Singh Chahar (DIN: 01691383), was appointed as Independent Director on the

Board of the Company in the Annual General Meeting of the Company held on 29th September,

2016.

Mr. Manoj Kumar Pandey (DIN: 02916887), has been appointed as Additional Director

(Independent) with effect from 18th January, 2017.

Mr. D.K. Singh (DIN: 00091193), resigned from the post of Director with effect from the close

of business hours of 18th January, 2017.

Mr. D.K. Singh has been appointed as Chief Executive Officer (CEO) of the Company with

effect from 18th January, 2017.

Mr. Abinash Sahoo who was appointed as Company Secretary with effect from 17th August,

2016 resigned as Company Secretary with effect from 18th January, 2017.

Mrs. Preeti S. Nair has been appointed as Company Secretary with effect from 18th January,

2017.

B) Declaration by the Independent Director(s)

The Company has received necessary declarations from all the Independent directors under

section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid

down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR)

regulations, 2015.


2016-17

C) Formal Annual evaluation of the Board’s Performance

In terms of Section 134 of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR),

Regulations, 2015 the Board has carried out an annual performance evaluation of its own

performance, of individual Directors as well as the evaluation of the working of its all

Committees.

20. Number of meetings of the Board of Directors

During the year 2016-17 the Board of Directors met five (5) times on 12th May, 2016,

12th August, 2016, 11

th November,2016, 18

th January, 2017 and 14

th February, 2017. The

maximum interval between any two board meetings did not exceed 120 (one hundred and

twenty days). During the year a separate Meeting of the Independent Directors was held on

14th February, 2017

21. Audit Committee The composition, terms of reference etc. of the Audit Committee is provided in Corporate

Governance Report which forms part of this Annual Report. There have been no instances of

non-acceptance of any recommendations of the Audit Committee by the Board during the

financial year under review.

22. Details of establishment of vigil mechanism for directors and employees

The Company has established vigil mechanism for employees and Directors. The Company is

committed to provide adequate safeguards against victimization of employees and Directors

who express their concerns. The Company has also provided direct access to the directors for

the issues concerning the interests of company employees. The Whistle Blower policy is also

available on the Company’s website www.midestindialtd.com. No person has been denied

access to the chairman of audit committee.

23. Nomination and Remuneration Committee

The composition, terms of reference etc. of the Nomination and Remuneration Committee is

provided in Corporate Governance Report which forms part of this Annual Report

24. Stakeholders Relationship Committee

The composition, terms of reference etc. of the Stakeholders Relationship Committee is

provided in Corporate Governance Report which forms part of this Annual Report.

25. Particulars of loans, guarantees or investments under Section 186

The full particulars of loans, guarantees or investments made or guarantee given or security

provided are given in Notes to Financial Statements.

26. Particulars of contracts or arrangements with related parties:

There was no contract or arrangements entered into by the Company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013. The Company has

formulated a policy on Related Party Transactions. The Policy is available on the Company’s

website www.mideastindialtd.com.


2016-17

For details of related parties transactions (other than referred to in sub-section (1) of section

188 of the Companies Act, 2013), refer Note to the financial statements

27. Nomination & Remuneration Policy

The Policy of the Company on director’s appointment and remuneration, including criteria for

determining qualifications, positive attributes, independence of a director and other matters

provided under Section 178(3) of the Companies Act, 2013 is available on the website of the

Company www.mideastindialtd.com. and also attached as Annexure-III, which forms part of

this report.

28. Risk Management Policy

There is a continuous process for identifying, evaluating and managing significant risks faced

through a risk management process designed to identify the key risks facing business. The

Company has formulated a risk management policy which is available on the website

www.mideastindialtd.com.

29. Particulars of Employees A) Disclosures pertaining to remuneration and other details as required under Section

197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of

Managerial Personnel ) Rules, 2014 is not applicable as at present the Company is not

paying any remuneration to its Directors.

B) Other than Key Managerial Personnel whose remuneration is detailed in extract of Annual

Return forming part of this report the Company doesn’t have any employee falling within

the preview of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence,

no such details are required to be provided.

30. Secretarial Audit Report Your Board, during the year, appointed Mr. Robinderpal Singh Batth to conduct secretarial

audit of the Company for the financial year ended 31st March, 2017. The Report of Mr.

Robinderpal Singh Batth in terms of Section 204 of the Act is provided in the Annexure-IV

forming part of this Report. Given below is the management reply on the observations made by

the Secretarial Auditor in their report.

Observation: i. The company did not provided the e-voting facility to its shareholders in the General Meeting

held by the company during the Audit Period as required under Section 108 of the

Companies Act, 2013 read with rule 20 of the Companies (Management and Administration)

Rules, 2014.

ii. At present the company is suspended on BSE.

Management’s Reply: i. Due to Financial constraints in the company, the company is not in the position of providing

e-voting facility to its members.

ii. The Company has already filed the application for revocation at BSE.


2016-17

31. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013

Your Company has implemented secure workplace policy in accordance with the requirement

of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,

2013. During the financial year 2016-17, no complaint was received under the policy.

32. Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your

directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2017,

the applicable accounting standards had been followed along with proper explanation

relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of

the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act 2013 for

safeguarding the assets of the company and for preventing and detecting fraud and other

irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the Company has adequate internal financial control measures;

the directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

33. Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates,

consultants, and various Government Authorities for their continued support extended to your

Companies activities during the year under review. Your Directors also acknowledges

gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board

Mideast India Limited

Rita Singh Jitendra Kumar Singh

DIN: 00082263 DIN: 00090649

Director Director

D-3A, Ansal Villa, Satbari, D-3A, Ansal Villa, Satbari,

New Delhi-110030 New Delhi-110030

Date: 14.08.2017

Place: New Delhi


2016-17

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

As required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Management Discussion and Analysis Report for the year under review is

appended below:

BUSINESS ENVIRONMENT

Even though there is a global slowdown, Indian economy has recorded growth rate higher than the

previous year although this is below expectation. Poor industrial growth is responsible for the

below par performance of the company, though the situation has been salvaged to some extent by

services and agriculture sector. Poor economic performance has been exacerbated by slippage on

the fiscal point.

In such a scenario, low inflation is acting as a damper for creating demand. Lack of demand – both

investment and consumption, has been identified as the root cause of the ills plugging the

economy.

REVIEW OF OPERATIONS AND FUTURE PROSPECT

Company at present is not carrying any activity and is planning to revive the business of the

Company.

MANAGING RISK AND TRANSFORMATION

The Company has a risk management framework in place under which the management identifies

and monitors business risks on a continuous basis and initiates appropriate risk mitigation steps as

and when required. The Company periodically place before the Board the risk assessment and

minimization procedures being followed by the company and steps taken by it to mitigate those

risks through a properly defined framework.

THREATS AND CONCERNS

The Company as being hit by financial crisis is unable to carry on any business activity during the

year under review. Any slowdown in the growth of Indian economy or any volatility in global

market, could also adversely affect the business. Moreover, the Company is also prone to risks

pertaining to change in government regulations, tax regimes, other statutes.

GROWTH & FUTURE PROSPECTS

The management continues to be positive on the revival of the Company and is trying their level

best for the same. Due to economy slow down and closure of the factory of the Company and

other obstacles, Company was under immense pressure and still trying to come out of the same

and is positive on the revival of the Company.

INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of its business and

size of its operations. The objectives of these procedures are to ensure efficient use and protection

of Company’s resources, accuracy in financial reports and due compliance of applicable statutes

and Company’s norms, policies and procedures.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our people are our most important asset and we value their talent, integrity and dedication. Our

responsibilities towards our people, who are instrumental to our success with their devotion and


2016-17

relentless support covers a quantum part of the company strategy. We believe that training is

essential to build skill sets in growing organization. The focus has been to create an environment

where performance is rewarded, individuals are respected and associates get opportunities to

realize their potential.

CAUTONARY STATEMENT

Statement in this report, particularly those which relate to Management Discussion and Analysis,

description of company’s objective, estimates and expectations may constitute forward looking

statements within the meaning of applicable laws or regulations. Actual results might differ

materially from those either. The Company takes no responsibility for any consequence of

decisions made based on such statements and holds no obligation to update these in the future.


2016-17

REPORT ON CORPORATE GOVERNANCE

(PURSUANT TO REGULATION 34(3) READ WITH SECTION C OF SCHEDULE V TO

SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)

REGULATIONS, 2015)

Brief Philosophy

The Company’s philosophy on Corporate Governance is to enhance the long-tern economic value

of the Company at large and its stake holders. It emphasizes the need for full transparency,

accountability and compliances with laws and regulations in all its transactions and interactions

with its stakeholders, employees, lenders and the Government etc., without compromising the

environment and health of society at large. Your Company has complied with the requirements of

Corporate Governance as laid down under regulations 34 (3) read with Schedule V of the

Securities Exchange board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015

1. BOARD OF DIRECTORS

The Board of the Company comprises of four Directors, out of which two are Non-Executive

directors and two are Independent Directors.

All the Independent Directors of the Company at the time of their first appointment to the Board

and thereafter at the first meeting of the Board in every financial year gave a declaration that they

meet with the criteria of independence as provided under Companies Act, 2013 and Regulations

16 of SEBI (LODR) Regulations, 2015.

Details of Board Meeting held during the year

During the year 2016-17 five meetings were held on 12th May, 2016, 12

th August, 2016,

11th November, 2016, 18

th January, 2017 and 14

th February, 2017. The maximum gap between any

two meetings had not exceeded 120 days.

Attendance of Directors and their Directorship

Structure of Board of Directors during the financial year 2016-17, attendance at Board meetings,

the number of Directorship and chairmanships/memberships of committee of each Director held in

other public companies, relationship inter-se and attendance at Annual General Meeting (AGM)

held during the said year along with requisite information in respect of Directors as per Regulation

34 of SEBI (LODR) Regulations, 2015 is provided below:

Name of

Directors

Category of

Directorshi

p

Relationshi

p with

other

directors

No. of

Board

Meeting

s

attende

d

Attendanc

e at last

AGM

(29/09/201

6)

No. of

Directorshi

ps held in

other

Companies

Committee

positions held in

other Public

companies

Chairma

n

Membe

r

Mr. J. K.

Singh

(DIN:

00090649

)

Promoter &

Non-

Executive

Director

Husband of

Mrs. Rita

Singh

5 Yes 11

1 2

Mrs. Rita

Singh

(DIN:

Promoter &

Non-

Executive

Wife of Mr.

J.K Singh

5 Yes 7 - 1


2016-17

00082263

)

Director

Mr. D.K.

Singh*

(DIN:

00091193

)

Promoter

& Non-

Executive

Director

Brother of

Mr. J.K.

Singh

4 Yes 10 - 1

Mr. Hawa

Singh

Chahar**

(DIN:

01691383

)

Independe

nt Director

- 3 No 2 1 1

Mr.

Manoj

Kumar

Pandey**

*

(DIN:

02916887

)

Independe

nt Director

- 1 No 8 - -

* Mr. D.K. Singh, Director of the Company resigned from the Board with effect from 18th

January, 2017.

** Mr. Hawa Singh Chahar was appointed as Independent Director in the AGM held on 29th

September, 2016.

***Mr. Manoj Kumar Pandey was appointed as Additional (Independent) Director on 18th

January, 2017.

Other than Mr. Jitendra Kumar Singh who holds 22,20,850 shares, Mrs. Rita Singh who holds

26,14,158 shares and Mr. D.K. Singh who holds 69,480 shares no other directors hold any shares/

convertible instruments in the Company.

Further Mr. Abinash Sahoo was appointed as Company Secretary with effect from 17th August,

2016 and resigned from the post of Company Secretary with effect from 18th January, 2017

Mrs. Preeti S Nair has been appointed as Company Secretary with effect from 18th January, 2017

Your Company has in place a structured induction and familiarization programme for all its

Directors including the Independent Directors. Details of the director familiarization programme

are available on www.mideastindialtd.com

Performance Evaluation

Pursuant to the provisions of Section 134 of the Companies Act 2013 and the SEBI Regulations,

2015 the Board has carried out the annual performance evaluation of its own performance, as well

as the evaluation of the working of its Committees. A structured method for evaluation was

prepared after taking into consideration inputs received from the Directors, covering various

aspects of the Board’s functioning such as adequacy of the composition of the Board and its

Committees, Board culture, execution and performance of specific duties, obligations and

governance.


2016-17

2. COMMITTEES OF BOARD

Currently, the Board has three committees: Audit Committee, Nomination and Remuneration

Committee and Stakeholders’ Relationship Committee. The terms of reference of these

Committees are determined by the Board and their relevance reviewed from time to time.

Meetings of each of these Committees are convened by the respective Chairman of the

Committee, who also informs the Board about the summary of discussions held in the Committee

Meetings. The Minutes of the Committee Meetings are sent to all Directors individually and

tabled at the Board Meetings.

1. Audit Committee

All the members of the Audit Committee are Non-Executive Directors with majority Independent

Directors including Chairman. Mrs. Preeti S Nair act as Secretary to the Committee. The term of

reference of the Audit Committee are in consonance with that required by Companies Act, 2013

and Regulation 18 of the SEBI (LODR) Regulation 2015 which includes as under:-

(a) Oversight of financial reporting process and disclosure of its financial information to

ensure the correctness, sufficiency and credibility of financial statements;

(b) Recommending to the Board the appointment/ re-appointment (including their terms)/

replacement/ removal of the Statutory Auditors and fixing of their fees;

(c) Approval of payment to statutory auditors for any other services rendered by them;

(d) Reviewing with the management, the annual financial statements and auditors’ report

thereon before submission to the Board for approval;

(e) Evaluation of Internal financial controls and Risk management systems;

(f) Such other functions as may be prescribed by the Companies Act, 2013, SEBI (LODR)

Regulation 2015 or any other law or as may be delegated by the Board to be performed by

the Committee.

Composition, Number of Meetings and Attendance

The Audit Committee met Four times during the Financial Year 2016-17. The Audit Committee’s

composition meets with requirements of Section 177 of the Companies Act, 2013 and SEBI

Regulations. The Meetings were held on 12th May, 2016, 12

th August 2016, 11

th November, 2016

and 14th February, 2017.

The composition of the Audit Committee and the details of meetings attended by the Directors are

as under:

Name of the

member

Category Designation No. of

Meetings

Held

No. of

Meetings

attended

Mr. H.S Chahar* Independent Director Chairman 4 2

Mr. Manoj Kumar

Pandey**

Independent Director Member 4 1

Mr. Jitendra

Kumar Singh

Non-Executive Director Member 4 4

Mr. Dushyant

Kumar Singh***

Non-Executive Director Member 4 3

*Mr. H S Chahar was inducted as chairman of the audit committee w.e.f. from 29th September,

2016.

**Mr. Manoj Kumar Pandey was inducted as member of the audit committee w.e.f. from 18th

January, 2017.

*** Mr. Dushyant Kumar Singh has ceased to be a member of Audit Committee pursuant to his

resignation from the Directorship w.e.f. 18th January, 2017.


2016-17

2. Nomination & Remuneration Committee

All the members of the Nomination and Remuneration Committee are Non-Executive Directors

with majority Independent Directors including Chairman. The Nomination and Remuneration

Committee determines on behalf of the Board and shareholders as per agreed term of reference,

the Company’s policy on specific remuneration packages for Executive Directors, Key Managerial

Personnel and other employees.

The Nomination and Remuneration committee’s terms of reference includes as under:

(a) To formulate the criteria for determining qualifications, positive attributes and

independence of a Director and recommend to the Board a policy, relating to the

remuneration of the Directors, Key Managerial Personnel and other employees;

(b) To formulate criteria for evaluation of performance of Directors;

(c) Devising a policy on Board diversity;

(d) Identifying persons who are qualified to become Directors and who may be appointed in

senior management in accordance with the criteria laid down and recommend to the Board

their appointment and removal;

(e) Such other functions as may be prescribed by the Companies Act, 2013, Listing

Agreement with Stock Exchanges or any other law or as may be delegated by the Board to

be performed by the Committee.

Composition, Number of Meetings and Attendance The Nomination & Remuneration Committee met Three times during the Financial Year 2016-17.

The Nomination & Remuneration Committee’s composition meets with requirements of Section

178 of the Companies Act, 2013 and SEBI Regulations. The Meetings were held on 12th August

2016, 11th November, 2016 and 18

th January, 2017.

The composition of the Committee and the details of meetings attended by the Directors are as

under:

Name of the member Category Designation No. of

Meetings

held

No. of

Meetings

attended

Mr. Hawa Singh

Chahar*

Independent Director Chairman 3 2

Mr. Manoj Kumar

Pandey**


Mr. J.K. Singh Non- Executive Director Member 3 3

Mr. Dushyant Kumar

Singh***

Non- Executive Director Member 3 3

*Mr. H S Chahar was inducted as chairman of the committee w.e.f. from 29th September, 2016.

**Mr. Manoj Kumar Pandey was inducted as member of the committee w.e.f. from 18th

January,

2017.

*** Mr. Dushyant Kumar Singh has ceased to be a member of the Committee pursuant to his

resignation from the Directorship w.e.f. 18th January, 2017

The Company has formulated a Nomination and Remuneration Policy and performance evaluation

criteria for independent directors and the same has been uploaded on the website of the Company

www.mideastindialtd.com

Your Company has not granted any stock options to any of its Directors.


2016-17

Remuneration to directors:

The Company pays sitting fees to the Independent Directors for attending Board and Committee

meetings. Details of remuneration paid to the Directors of the Company during the financial year

ended 31st March, 2017 is as under:

(Amount in Rs.)

Name of the

Director

Designation Sitting

Fees

Salaries & Perquisites

Mr. J.K Singh Non- Executive Director - -

Mr. Rita Singh Non- Executive Director - -

Mr. Hawa Singh

Chahar

Independent Director 45,000 -

Mr. Manoj Kumar

Pandey

Independent Director - -

None of the Directors of the Company / Key Managerial Personnel had any pecuniary relationship

with the Company during the year.

3. Stakeholders Relationship Committee In compliance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI

Regulations, the Board has constituted “Stakeholders Relationship Committee”. The Committee

oversees Share Transfers and addresses to and redressal of shareholders’ grievances etc. The

Committee also evaluates performance and service standards of the Registrar and Share Transfer

Agents of the Company. Mrs. Preeti S Nair, Company Secretary acts as the Compliance Officer

with effect from 18th January, 2017

Composition, Number of Meetings and Attendance The Stakeholders Relationship Committee met three times during the Financial Year 2016-17. The

Meetings were held on 12th August 2016, 11

th November, 2016 and 14

th February, 2017.

The composition of the Stakeholders Relationship Committee and the details of meetings attended

by the Directors are as under:

Name of the member Category Designation No. of

Meetings

held

No. of

Meetings

attended

Mr. Hawa Singh

Chahar*

Independent Director Chairman 3 2

Mr. Manoj Kumar

Pandey**


Mr. J.K. Singh Non- Executive Director Member 3 3

Mr. Dushyant Kumar

Singh***

Non- Executive Director Member 3 2

*Mr. H S Chahar was inducted as chairman of the audit committee w.e.f. from 29th September,

2016.

**Mr. Manoj Kumar Pandey was inducted as member of the audit committee w.e.f. from 18th

January, 2017.

*** Mr. Dushyant Kumar Singh has resigned from the Directorship w.e.f. 18th January, 2017


2016-17

Number of investor complaints for the year ended 31st March, 2017 is provided below:

Particulars Status

Complaints outstanding as on 1st April , 2016 Nil

Complaints received during the year ended 31st March , 2017 04

Complaints resolved during the year ended 31st March, 2017 04

Complaints Outstanding as on 31st March, 2017 Nil

3. GENERAL BODY MEETINGS

i. The last three Annual General Meetings of the Company were held as under :

Annual

General

Meeting

Date Time Venue Special

Resolutions

38th AGM 30/06/2014 11.30 AM H-1 Zamrudpur Community Centre

Kailash Colony, New Delhi – 110048

NIL

39th AGM 30/09/2015 11.30 AM H-1 Zamrudpur Community Centre

Kailash Colony, New Delhi – 110048

NIL

40th AGM 29/09/2016 11.30 AM The Claremont, Aaya Nagar, Mehrauli

Gurgaon road, New Delhi-110047

NIL

ii. POSTAL BALLOT During previous year ended March 31, 2017 no resolution was passed through postal ballot. No

Special resolution is proposed to be conducted through Postal Ballot for the financial year ended

31st March, 2017.

4. MEANS OF COMMUNICATION

The quarterly financial results were published in the Financial Express and Jansatta. The results

were also displayed on the Company’s website www.mideastindialtd.com. The shareholders can

access the Company’s web site for financial information, shareholding information etc. No

presentations have been made to institutional investors/ analysts during the financial year.

GENERAL SHAREHOLDER INFORMATION

a. Annual General Meeting

Date & Time: 27th September, 2017 at 2.00 P.M.

Venue: The Claremont, Mehrauli Gurgaon Road, Aaya Nagar, Aya Nagar Phase 2, New

Delhi -110047.

b. Financial Year

The Company follows Financial Year starting from 1st of April of the Financial Year and

ending on 31st March of the following year.

Proposed date for approval of financial results

First Quarter ended

30th June, 2017

Within 45 days from the end

of quarter

Second Quarter ended

30th September, 2017


of quarter

Third Quarter ended

31st December, 2017


of quarter

Fourth/Last Quarter ended

31st March, 2018


of quarter


2016-17

c. Dividend

The Company has not declared any dividend during the financial year ended 31st March,

2017.

d. Listing of Equity Shares on Stock Exchanges

The Equity Shares of the Company are listed on the following Stock exchanges:

� Bombay Stock Exchange Limited (BSE)

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort,

Mumbai – 400 001

� The Calcutta Stock Exchange Limited

7, Lyons Range,

Kolkata -700 001

e. Stock Code

� Bombay Stock Exchange Limited- 500278

� ISIN- INE844X01015

f. Market Information

Since the Company is suspended on BSE Ltd, market information is not available.

g. Registrars and Share Transfer Agents

Skyline Financial Services Private Limited

D-153 A, 1st Floor, Okhla Industrial Area,

Phase-I, New Delhi - 110020.

Tel.: +91 11 26812682-83, 647326181-88

Fax: +91 11 26812682

Email: [email protected]

Website: www.skylinerta.com

h. Share Transfer System

Requests for transfer of shares can be lodged either at the office of the Company or at the

office of the Registrar. The transfers are normally processed within a maximum period of

15 days from the receipt of documents, complete in all respect. The Company has

appointed Skyline Financial Services (P) Limited as Registrar and Share Transfer Agents

for physical transfer of securities as well as dematerialization/ rematerialization of

securities.

i. Shareholding Pattern as on 31st March, 2017

Category No. of shares % of holding

Promoters Shareholding 37137033 73.90

Non-promoters holding

Mutual funds and UTI - -

Banks, Financial Institutions, Insurance Companies,

Clearing Member

- -

Overseas Corporate Bodies - -

Foreign Venture Capital Investor/FII - -

Bodies Corporate 594040 1.18

Indian Public 12513525 24.90

Non-resident Indians 5800 0.01

Trusts

Others 5000 0.01

Total 50255398 100


2016-17

j. Dematerialization of shares and liquidity

As on 31st March 2017 none of the Company’s equity paid-up capital had been

dematerialized.

k. Outstanding GDRS/ ADRS/ Warrants Or Any Convertible Instruments

There were no outstanding GDRs/ ADRs/ Warrants or any convertible instruments as at

31st March, 2017.

l. Address for correspondence

Registered Office:


Ground Floor, 8/15, Mehram Nagar,

New Delhi -110037

Tel: +91-11-25675344, 69333390


Web: www.mideastindialtd.com

Investor Correspondence:


D-153 A, 1st Floor, Okhla Industrial Area,

Phase-I, New Delhi - 110020.

Tel.: +91 11 26812682-83, 647326181-88

Fax: +91 11 26812682


Website: www.skylinerta.com

5. DISCLOSURES

a) During the financial year ended 31st March, 2017 there were no materially

significant related party transactions that may have potential conflict with the

interests of the Company at large.

b) There were no penalties imposed, strictures passed by Stock Exchange or SEBI or

any statutory authority on any capital market related matters during the last three

years.

c) The Company has announced Whistle Blower policy. All the personnel of the

company have the access to the Audit Committee.

d) The Company has adopted and complied with mandatory requirements as per SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) The company has framed Related Party Transaction Policy and is placed on the

Company’s website www.mideastindialtd.com

f) During the financial year ended 31st March, 2017 the company did not engage in

commodity hedging activities.

g) The CEO and CFO Certification of the financial statements for the year, is

enclosed as part of Annual Report.

h) In pursuance of the SEBI Regulations, the Board has approved the ‘Code of

Conduct for Board of Directors and Senior Management’ and same has been

circulated and posted on the Company’s website: www.mideastindialtd.com The

Directors and Senior Management personnel have affirmed compliance with the

provisions of above Code of Conduct. The declaration by the Chief Executive

Officer to this effect is also attached to this Report.


2016-17

6. There has been no instance of non-compliance of any requirement of Corporate

Governance Report.

7. The Financial statements of the Company are prepared in accordance with the

Accounting Standards stipulated under the Companies Act.

8. The Company has fully complied with the applicable requirement specified in

Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI

(LODR) Regulations, 2015.

9. STATUS OF COMPLIANCE WITH NON-MANDATORY REQUIREMENTS

Part E of Schedule II of SEBI (LODR) Regulations, 2015, also requires disclosures of

adoption by the Company of non-mandatory requirements specified in the said clause, the

implementation of which is discretionary on the part of the Company. Accordingly, the

adoption of non-mandatory requirements is given below:

� Board: An office with required facilities for the non-executive Chairperson is not

provided and maintained by the Company.

� Shareholders Rights: The half-yearly financial results are not sent to the

shareholders as the same are posted on the web site of the Company.

� Audit Qualifications: During the year under review, there were no audit

qualifications in the financial statements.

� Separate posts of Chairperson and Chief Executive Officer: The Company has

appointed Mr. D.K. Singh as the Chief Executive Officer.

� Reporting of Internal Auditor: The Internal Auditor reports directly to the Audit

Committee.

Annual Compliance with the Code of Conduct for the Financial Year 2016-2017

(Pursuant to the Schedule V (Part D) of SEBI (LODR) Regulations, 2015)

I hereby confirm that the Company has received affirmations on compliance with the Code of

Conduct for the financial year ended 31st March, 2017 from all the Board Members and Senior

Management Personnel.

By order of the Board

For and on behalf of Mideast (India) Limited

Place: New Delhi D.K. Singh Date: 14.08.2017 Chief Executive Officer

Certificate by Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

(Pursuant to the Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015).

We hereby certify that Financial Results for the financial year ended on 31st March, 2017, on the basis

of the review of the financial statements and to the best of our knowledge and belief:

• These statements do not contain any materially untrue statements or omit to state a material

fact or contain statement that might be misleading.

• These statements together present a true and fair view of the Company’s affairs and are in

compliance with accounting standards, applicable laws and regulations.

• To the best of our knowledge and belief, no transactions entered into by the Company during

the above said period are fraudulent, illegal or violate of the Company’s Code of Conduct.

• I accept responsibility for establishing and maintaining internal controls for financial

reporting. We have evaluated the effectiveness of the internal control systems of the

Company.

• I further certify that:-

a) There have been no significant changes in internal control over financial reporting

during the period.

b) There have been no significant changes in accounting policies during the period.

c) There have been no instances of significant fraud of which we have become aware

and the involvement therein, of management or an employee having a significant role

in the Company’s internal control system over financial reporting.

For and on behalf of the Board

(D.K. Singh) (Ajit Kumar Jha)

Place: New Delhi CEO CFO

Date: 30.05.2017 PAN: ABKPS4291G PAN: AGPPJ5410J

CORPORATE GOVERNANCE CERTIFICATE

TO THE MEMBERS OF


1. We have reviewed the compliance of conditions of Corporate Governance by Mideast (India)

Limited, during the year 2016-17, as stipulated in Chapter IV of Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing

Agreement of the said Company with stock exchange(s) with the relevant records and documents

maintained by the Company, furnished to us for our review and the report on Corporate Governance

as approved by the Board of Directors.

2. The compliance of conditions of Corporate Governance is the responsibility of the management.

Our review was limited to procedures and implementation thereof adopted by the Company for

ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an

expression of opinion on the financial statements of the company.

3. In our opinion and to the best of our information and according to the explanations given to us, we

certify that the company has complied with the conditions of corporate Governance as stipulated in

the above-mentioned Listing Agreement.

4. We further state that such compliance is neither assurance as to the future viability of the company

nor the efficiency or effectiveness with which the management has conducted the affairs of the

company.

For M/s Sangram Paul & Co.

Firm Registration No. 308001E

Chartered Accountants

(S.K. Paul)

Proprietor

M. No.: 013015

Place: New Delhi

Date: 14.08.2017

Annexure I

Form AOC‐1

(Pursuant to first proviso to sub‐section (3) of section 129 read with rule 5 of Companies (Accounts)

Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate

companies/joint ventures

Part “A”: Subsidiaries Amount in (Rs.)

Sl. No Particulars Details

1. Name of the subsidiary

Nil

2. Reporting period for the subsidiary

concerned, if different from the

holding company’s reporting period

3. Reporting currency and Exchange

rate as on the last date of the

relevant Financial year in the case of

foreign subsidiaries

4. Share capital

5. Reserves & surplus

6. Total assets

7. Total Liabilities

8. Investments

9. Turnover

10. Profit before taxation

11. Provision for taxation

12. Profit after taxation

13. Proposed Dividend

14. % of shareholding

Notes:

1. Names of subsidiaries which are yet to commence operations: NA

2. Names of subsidiaries which have been liquidated or sold during the year: NA

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of associates/Joint Ventures

Mideast Integrated Steels Limited

(Rs.)

Mideast Integrated Steels Limited

(Rs.)

Latest audited Balance Sheet Date 31st

March 2017 31st

March 2016

Shares of Associate/Joint Ventures held by the

company on the year end

No. 3,25,49,940 3,25,49,940

Amount of Investment in Associates/Joint 65,08,98,000 65,08,98,000

Extend of Holding% 23.61 23.61

Description of how there is significant

Influence

N.A. N.A.

Reason why the associate/joint venture is not

Consolidated

N.A. N.A.

Net worth attributable to shareholding as per

latest audited Balance Sheet (Rs. in millions)

1511.75 1478.53

Profit/Loss for the year

i. Considered in Consolidation (Rs. in millions) 33.29 20.15

ii. Not Considered in Consolidation (Rs. in millions) 0 0

Note:

A. Names of associates or joint ventures which are yet to commence operations : Nil

B. Names of associates or joint ventures which have been liquidated or sold during the year : Nil

For Sangram Paul & Co For and on behalf of the Board


(S.K. Paul) (Rita Singh) (J.K. Singh)

Proprietor Director Director

DIN: 00082263 DIN: 00090649

Place: New Delhi (Ajit Kumar Jha) (Preeti S Nair)

Date: 14.08.2017 CFO Company Secretary

ANNEXURE-II Form No. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIALYEARENDED ON

31/03/2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHERDETAILS:

i. CIN L63090DL1977PLC008684

ii. Registration Date 28/07/1977

iii. Name of the Company Mideast (India) Limited

iv. Category/Sub-Category of the Company Public/ Limited by Shares

v. Address of the Registered office and

contact details

Ground Floor, 8/15, Mehram Nagar-110037

Tel: 011-25675344

vi. Whether listed company Yes

vii. Name, Address and Contact details of

Registrar and Transfer Agent, if any


Registered office: D-153A, First Floor, Okhla

Industrial Area, Phase-I, New Delhi – 110020

Phone No. – 011-26812682-83

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr.

No.

Name and Description of main

products/ services

NIC Code of

the Product/

% to total turnover of the

company

1 No Business done by the Company during the year under review

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.

No.

Name And Address Of The

Company CIN/GLN Holding/

Subsidiary

/Associate

%of

shares

held

Applicable

Section

1. Mideast Integrated Steels Ltd. L74899DL1992PLC050216 Associate 23.61% 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of the

year

No. of Shares held at the end of the year %

Change

during

The

year

Demat Physical Total %of

Total

Shares

Demat Physical Total % of

Total

Share

s

A. Promoter

1) Indian

a) Individual/ HUF 1,44,56,368 1,44,56,368 28.77 1,44,56,368 1,44,56,368 28.77 NIL

b) Central Govt

c) State Govt(s)

d) Bodies Corp 2,26,80,665 2,26,80,665 45.13 2,26,80,665 2,26,80,665 45.13 NIL

e) Banks / FI

f) Any Other

Sub-total(A)(1):- 3,71,37,033 3,71,37,033 73.90 3,71,37,033 3,71,37,033 73.90 NIL

2) Foreign

g) NRIs-

Individuals

- - - - - - -

h) Other-

Individuals

-

- - - - -

-

i) Bodies Corp. - - - - - - -

j) Banks / FI - - - - - - -

k) Any Other…. - - - - - - -

Sub-total(A)(2):- - - - - - - -

B. Public

Shareholding

1. Institutions

a) Mutual Funds - - - - - - -

b) Banks / FI - - - - - - -

c) Central Govt. - - - - - - -

d) State Govt.(s) - - - - - - -

e) Venture Capital

Funds

-

- - - - - -

f) Insurance

Companies

- - - - - - -

g) FIIs - - - - - - -

h) Foreign Venture

Capital Funds

- -

- -

- - -

i) Others (specify) - - - - - - -

Sub-total(B)(1) - - - - - - -

2. Non

Institutions

a) Bodies Corp.

(i) Indian

5,93,590 5,93,590 1.18 5,94,040 5,94,040

1.18

-

(ii) Overseas - - - - -

b) Individuals

(i) Individual

shareholders

holding nominal

share capital upto

Rs. 1 lakh

(ii) Individual

shareholders

holding nominal

share capital in

excess of Rs 1 lakh

39,08,870

86,05,105

39,08,870

86,05,105

7.78

17.12

39,08,420

86,05,105

39,08,420

86,05,105

7.78

17.12

c) Others 10,800 10,800 0.02 10,800 10,800 0.02 -

Sub-total(B)(2) 1,31,18,365 1,31,18,365 26.10 1,31,18,365 1,31,18,365 26.10

Total Public

Shareholding

(B)=(B)(1)+ (B)(2)

1,31,18,365 1,31,18,365 26.10 1,31,18,365 1,31,18,365 26.10

C. Shares held

by Custodian

for GDRs &

ADRs

-

-

-

-

-

-

Grand Total

(A+B+C)

5,02,55,398 5,02,55,398 100 5,02,55,398 5,02,55,398 100 -

ii. Shareholding of Promoters

Sr.

No Shareholder’s Name

Shareholding at the beginning

of the year Shareholding at the end of the year

No. of Shares % of total

Shares of

the

company

%of

Shares

Pledged/

encumbe

red to

total

shares

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged/encumber

ed to total shares

% change

in share

holding

during the

year

1. J. K. Singh 2220850

4.42

2220850

4.42

- -

2. Chitra Singh 3630 0.01 3630 0.01 - -

3. Dushyant Kumar

Singh 69480

0.14

69480

0.14

- -

4. D K Singh (HUF) 100350 0.20 100350 0.20 - -

5. J K Singh (HUF) 5685450 11.31 5685450 11.31 - -

6. Rita Singh-

2614158 5.20 2614158 5.20 - -

7. Ashoka Kumari 246600 0.49 246600 0.49 - -

8. Natasha Singh 3023100 6.02 3023100 6.02 - -

9. Shipra Singh 492750 0.98 492750 0.98 - -

10. Twenty First

Century Finance Ltd 22680665

45.13

- 22680665

45.13

- -

Total 37137033 73.90 37137033 73.90 - -

iii.Change in Promoters’ Shareholding (please specify, if there is no change)

Sr.

no

Shareholding at the beginning of

the year

Cumulative Shareholding during

the year

No. of shares % of total shares

of the company


of the company

At the beginning of the year 37137033 73.90

Date wise Increase / Decrease in

Promoters Shareholding during the

year specifying the reasons for

increase/ decrease (e.g. allotment /

transfer / bonus/ sweat equity etc):

NO CHANGE IN SHAREHOLDING

At the End of the year 37137033 73.90

iii. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs

and ADRs):

S.

no

Shareholding at the beginning of

the year

Cumulative Shareholding during

the year

For Each of the Top 10

Shareholders


of the company


of the company

At the beginning of the year

Date wise Increase / Decrease in

Promoters Share holding during the

year specifying the reasons for

increase/ decrease (e.g. allotment /

transfer / bonus/ sweat equity etc):

AS PER ANNEXURE ‘1’ ATTACHED

At the End of the year (or on the

date of separation, if separated

during the year)

iv. Shareholding of Directors and Key Managerial Personnel:

S.

no

Name of the

Directors/KMP

Shareholding at the

beginning of the year

Cumulative

Shareholding during the

year

Date wise Increase /

Decrease in Promoters

Share holding during the

year specifying the

reasons for increase/

decrease (e.g. allotment /

transfer / bonus/ sweat

equity etc):

No. of

shares

% of total

shares

No. of

shares

% of total

shares

1 Mr. J.K. Singh

(DIN: 00090649) 2220850 4.42 2220850 4.42

-

2 Mrs. Rita Singh

(DIN: 00082263)

2614158 5.20 2614158 5.20 -

3 Mr. D.K. Singh* 69480 0.14 69480 0.14 -

4 Mr. Hawa Singh

Chahar**

(DIN: 01691383) - - - -

-

5 Mr. Manoj Kumar - - - - -

Pandey***

(DIN: 02916887)

6 Mr. Ajit Kumar Jha - - - -

7 Mr. Abinash

Sahoo**** - - - -

-

8 Mrs. Preeti S

Nair***** - - - -

-

*Mr .D.K Singh, Director resigned from the Board with effect from 18th

January, 2017 and was appointed as

Chief Executive Officer on 18th

January, 2017.

** Mr. Hawa Singh Chahar was appointed as Independent Director in the AGM held on 29th

September, 2016.

***Mr. Manoj Kumar Pandey was appointed as Additional (Independent) Director on 18th

January, 2017.

****Mr. Abinash Sahoo was appointed as Company Secretary with effect from 17th

August, 2016 and resigned

from the post of Company Secretary with effect from 18th

January, 2017

*****Mrs. Preeti S Nair has been appointed as Company Secretary with effect from 18th

January, 2017

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning

of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not

NIL

548,670,089

NIL

548,670,089

Total(i+ii+iii) NIL 548,670,089

NIL 548,670,089

Change in Indebtedness during

the financial year

- Addition

- Reduction

NIL

7,163,135

NIL

7,163,135

Net Change 7,163,135

NIL 7,163,135

Indebtedness at the end of the

financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

NIL

555,833,224

NIL

555,833,224

Total (i+ii+iii) NIL

555,833,224

NIL

555,833,224

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL/ DIRECTORS

A. Remuneration to Key Managerial Personnel

Sl. No. Particulars of Remuneration KMP

Mr. DK

Singh

Mr. Ajit

Kumar

Jha

Mrs.

Preeti

S. Nair

Total

1. Gross salary

(a) Salary as per provisions contained

in Section17(1) of the Income-tax

Act, 1961

(b) Value of perquisites u/s

17(2)Income-tax Act,1961

(c) Profits in lieu of salary under

section17(3) Income- taxAct,1961

-

-

-

150000

-

-

74033

-

-

224033

-

-

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission

- as % of profit

- others, specify…

- - - -

5. Others, please specify - - - -

6. Total(A) - 150000 74033 224033

7. Overall Ceiling as per the Act

B. Remuneration to other directors:

Sl. No. Particulars of Remuneration Directors Total Amount

Mr. Hawa Singh

Chahar

Mr. Manoj

Kumar Pandey

1 Independent Directors

·Fee for attending board committee meetings

·Commission

·Others, please specify

45000

-

45000

Total(1) 45000

-

45000

Mr. J.K Singh Mrs. Rita Singh

2

Other Non-Executive Directors

·Fee for attending board committee meetings

·Commission

·Others, please specify

-

-

-

-

-

-

-

-

-

Total (2) - - -

Total (B) = (1+2) 45000

- NIL

Total Managerial Remuneration

Overall Ceiling as per the Act

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the

Companies

Act

Brief description Details of Penalty/

Punishment /Compo

unding fees imposed

Authority [RD

/NCLT/Court]

Appeal

made. If any

(give details)

A. Company & Directors

Penalty NA NA NA NA NA

Punishment NA NA NA NA NA

Compounding NA NA NA NA NA

B. Other Officers In Default

Penalty NA NA NA NA NA

Punishment NA NA NA NA NA

Compounding NA NA NA NA NA

ANNEXURE 1

TOP TEN SHAREHOLDERS DETAILS

S.No. Name of

Shareholder

Number of shares

held

% of shares held Change during the

year

1 Saroj Budhraja 605300 1.21 Nil

2 Suresh Prabhu K P 400090 0.80 Nil

3 PNB Finance &

Industries Limited

390450 0.78 Nil

4 Patel Mahendra

Kumar Natavar Lal

384108 0.77 Nil

5 Yogini V Patel 379978 0.76 Nil

6 Asha Devi Rathi 326200 0.65 Nil

7 Virendra Kumar

Sexena

208001 0.41 Nil

8 A Jyothikrishan 139920 0.28 Nil

9 Nava Ratan Rathi 107400 0.21 Nil

10 Radha Verma 99903 0.20 Nil

ANNEXURE-III

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section

178 of the Companies Act, 2013 read along with the applicable rules thereto. This policy on

nomination and remuneration of Directors, Key Managerial Personnel and Senior

Management has been formulated by the Nomination and Remuneration Committee (NRC or

the Committee) and has been approved by the Board of Directors.

Definitions:

“Remuneration” means any money or its equivalent given or passed to any person for

services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

“Key Managerial Personnel” means:

i) Managing Director, or Chief Executive Officer or Manager and in their absence, a

Whole-time Director;

ii) Chief Financial Officer;

iii) Company Secretary; and

iv) such other officer as may be prescribed.

“Senior Managerial Personnel” mean the personnel of the company who are members of

its core management team excluding Board of Directors. Normally, this would comprise

all members of management, of rank equivalent to General Manager and above, including all

functional heads

Objective:

The objective of the policy is to ensure that

• the level and composition of remuneration is reasonable and sufficient to attract, retain

and motivate directors of the quality required to run the company successfully

• relationship of remuneration to performance is clear and meets appropriate performance

benchmarks; and

• remuneration to directors, key managerial personnel and senior management involves a

balance between fixed and incentive pay reflecting short and long-term performance

objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC will be the following:

• To formulate criteria for determining qualifications, positive attributes and independence

of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be appointed in

Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and Senior

Management.

• To recommend to the Board policy relating to remuneration for Directors, Key Managerial

Personnel and Senior Management.

• To devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to time and / or

enforced by any statutory notification, amendment or modification, as may be applicable.

• To perform such other functions as may be necessary or appropriate for the performance of

its Duties

Appointment and Removal of Director, Key Managerial Personnel and Senior

Management

a) The Committee shall identify and ascertain the integrity, qualification, expertise and

experience of the person for appointment as Director, KMP or at Senior Management

level and recommend his / her appointment, as per Company’s Policy.

b) A person should possess adequate qualification, expertise and experience for the

position he / she is considered for appointment. The Committee has authority to decide

whether qualification expertise and experience possessed by a person is sufficient /

satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-

time Director who has attained the age of 95 years. Provided that the term of the

person holding this position may be extended beyond the age of ninety five years with the

approval of shareholders by passing a special resolution.

Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing

Director or Executive Director for a term not exceeding five years at a time. No re

appointment shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up to five

consecutive years on the Board of the Company and will be eligible for re-appointment on

passing of a special resolution by the Company and disclosure of such appointment in the

Board's report.

No Independent Director shall hold office for more than two consecutive terms of upto

maximum of 5 years each, but such Independent Director shall be eligible for

appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be

appointed in or be associated with the Company in any other capacity, either directly or

indirectly. At the time of appointment of Independent Director it should be ensured that

number of Boards on which such Independent Director serves is restricted to seven listed

companies as an Independent Director and three listed companies as an Independent Director

in case such person is serving as a Whole-time Director of a listed company or such other

number as may be prescribed under the Act.

Evaluation

The Committee shall carry out evaluation of performance of Director, KMP and

Senior Management Personnel yearly or at such intervals as may be considered necessary.

Removal

The Committee may recommend with reasons recorded in writing, removal of a Director,

KMP or Senior Management Personnel subject to the provisions and compliance of the

Companies Act, 2013, rules and regulations and the policy of the Company.

Retirement

The Director, KMP and Senior Management Personnel shall retire as per the

applicable

provisions of the Act and the prevailing policy of the Company. The Board will have the

discretion to retain the Director, KMP, Senior Management Personnel in the same position/

remuneration or otherwise even after attaining the retirement age, for the benefit of

the Company.

Policy For Remuneration To Directors/KMP/Senior Management Personnel

1) Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors,

etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there

under or any other enactment for the time being in force and the approvals obtained from the

Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board

of Directors, as it may consider appropriate with regard to remuneration to Managing Director

/ Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such other

remuneration as permissible under the provisions of Companies Act, 2013. The amount of

sitting fees shall be such as may be recommended by the Nomination and Remuneration

Committee and approved by the Board of Directors. All the remuneration of the Non-

Executive / Independent Directors (excluding remuneration for attending meetings as

prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/

limits as provided under Companies Act, 2013 and rules made there under or any other

enactment for the time being in force. The amount of such remuneration shall be such as may

be recommended by the Nomination and Remuneration Committee and approved by the Board

of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be

eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which

are of professional in nature shall not be considered as part of the remuneration for the

purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee, the director possesses the requisite qualification for the

practice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist of

fixed pay and incentive pay, in compliance with the provisions of the Companies Act,

2013 and in accordance with the Company’s Policy.

b) The Compensation Committee of the Company, constituted for the purpose of

administering the Employee Stock Option/ Purchase Schemes, shall determine the stock

options and other share based payments to be made to Key Managerial Personnel and

Senior Management.

c) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident

Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

d) The Incentive pay shall be decided based on the balance between performance of the

Company and performance of the Key Managerial Personnel and Senior Management, to

be decided annually or at such intervals as may be considered appropriate.

Implementation

• The Committee may issue guidelines, procedures, formats, reporting mechanism and

manuals in supplement and for better implementation of this policy as considered appropriate.

• The Committee may Delegate any of its powers to one or more of its members.

ANNEXURE IV

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED

31ST

MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Mideast India Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Mideast India Limited (CIN L63090DL1977PLC008684)

(hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided me a

reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my

opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and

other records maintained by the company and also the information provided by the Company, its

officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report

that in my opinion, the company has, during the audit period covering the financial year ended on 31st

March, 2017(“Audit Period”) complied with the statutory provisions listed hereunder and also that the

Company has proper Board-processes and Compliance-mechanism in place to the extent, in the

manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on 31st March, 2017 according to the

provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board

of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011.

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992.

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009.

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999.

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008.

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

vi. Other laws applicable to the company as per the representations made by the company.

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards SS-1 and SS-2 issued by The Institute of Company Secretaries of India

ii. SEBI (Listing Obligations and Disclosure Regulations), 2015.

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

i. The company did not provided the e-voting facility to its shareholders in the General Meeting

held by the company during the Audit Period as required under Section 108 of the Companies

Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules,

2014.

ii. Company is suspended on Bombay Stock Exchange

I further report that

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further

information and clarifications on the agenda items before the meeting and for meaningful

participation at the meeting.

Sd/-

Robinderpal Singh Batth

Practicing Company Secretary

CP No. 3836

Date:- 14.08.2017

Place:- Odisha

Independent Auditor’s Report

To the Members of M/s MIDEAST (INDIA) LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of M/s MIDEAST (INDIA) LIMITED

(“the Company”), which comprise the Balance Sheet as at March 31, 2017,the Statement of Profit and

Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting

policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that

give a true and fair view of the financial position, financial performance and cash flows of the

Company in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding of the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statements that give a true and fair view and are free

from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal financial control

relevant to the Company’s preparation of the financial statements that give a true and fair view in

order to design audit procedures that are appropriate in the circumstances. An audit also includes

evaluating the appropriateness of the accounting policies used and the reasonableness of the

accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation

of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India, of

the state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the

year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Companies

Act, 2013, we give in the ‘Annexure A’, a statement on the matters specified in paragraphs 3

and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the

company so far as appears from our examination of those books of accounts;

(c) There is no branch office of the company;

(d) The Balance sheet, the Profit and loss statement and Cash Flow Statement dealt with this

report are in agreement with the books of account;

(e) In our opinion, the aforesaid financial statements comply with the accounting standards

specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)

Rules, 2014;

(f) In our opinion, there are no adverse observations and comments on the financial

transactions or matters which have any adverse effect on the functioning of the company;

(g) On the basis of the written representations received from the directors as on 31st March,

2017, taken on record by the Board of Directors, none of the directors is disqualified as

on 31st March, 2017, from being appointed as a director in terms of sub-section (2) of

section 164;

(h) With respect to the adequacy of the internal financial controls over financial reporting of

the Company and the operating effectiveness of such controls, refer to our separate

Report in “Annexure B”;

(i) In our opinion, there are no qualifications, reservation or adverse remark relating to the

maintenance of accounts and other matters connected therewith;

(j) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit & Auditors) Rules, 2014, in our opinion and to the best

of our information and according to the explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at 31st

March, 2017 on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company

iv. The Company has disclosed the required details of Specified Bank Notes (SBN)

held and transacted during the period from 8 November 2016 to 30 December

2016 in the Financial Statements.

For Sangram Paul and Company


FRN: 308001E

S.K Paul

( Proprietor)

Membership No. 013015

Place:- New Delhi

Date: 14.08.2017

Annexure ‘A’

The Annexure referred to in paragraph 1 of Our Report on “Other Legal and Regulatory

Requirements” for Mideast (India) Limited for the financial year ended on 31st March, 2017

We report that:

(i) (a) The company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets;

(b) These fixed assets have been physically verified by the management at reasonable

intervals; and no material discrepancies were noticed on such verification.

c) The title deeds of immovable properties are held in the name of the company.

(ii) The Company does not have any inventory, consequently clause (ii) of paragraph 3 of the

Order is not applicable to the Company.

(iii) The Company has not granted any secured or unsecured loans, to companies, firms, Limited

Liability Partnerships or other parties covered in the register maintained under section 189 of

the Companies Act, 2013. Consequently clause (iii) of paragraph 3 of the Order is not

applicable.

(iv) In respect of loans, investments, guarantees, and security, provisions of section 185 and 186

of the companies Act, 2013 have been complied with.

(v) The company has not accepted any deposits, consequently clause (v) of paragraph 3 of the

Order is not applicable.

(vi) The company is not required to maintain cost records under sub-section (1) of section 148 of

the Companies Act;

(vii) (a) The company is regular in depositing undisputed statutory dues including provident fund,

employees’ state insurance, income tax, sales- tax, services tax, duty of customs, duty of

excise, value added tax, cess and any other statutory dues to the appropriate authorities and

there are no arrears of outstanding statutory dues as on 31st of March, 2017 for a period of

more than six months from the date they became payable;

(b) There are no dues of income tax or sales tax or service tax or duty of customs or duty of

excise or value added tax which have not been deposited on account of any dispute.

(viii) The company has no dues to a financial institution or bank or Government or debenture

holders. Hence Lender wise details of banks and financial institutions are not necessary

consequently clause (viii) of paragraph 3 of the Order is not applicable.

(ix) The company has not raised money either from public offer or from further public offer or

from any term loan during the year; hence, clause (ix) of Para 3 of the Order is not applicable

to the Company.

(x) No fraud by the company or any fraud on the company by its officers or employees has been

noticed or reported during the year

(xi) Requisite approvals mandated by the provision of section 197 read with Schedule V to the

Companies Act, 2013 for managerial remuneration paid during the year were taken.

(xii) The provisions of clause (xii) of the para 3 of the Order are not applicable to the company as

the company is not a Nidhi Company.

(xiii) All transactions with the related parties are in compliance with sections 177 and 188 of

Companies Act, 2013 where applicable and the details have been disclosed in the Financial

Statements etc., as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment/ private placement of shares or fully or

partly paid convertible debentures during the year under review. Consequently Clause xiv of

Para 3 of order is not applicable.

(xv) The Company has not entered into any non-cash transactions with the directors or persons

connected with the director. Hence Section 192 of the Companies Act, 2013 is not applicable

to the Company. Consequently clause (xv) of the Order is not applicable.

(xvi) The company is not required to be registered under section 45-1A of the Reserve Bank of

India Act, 1934 and consequently clause (xvi) of Para 3 of Companies(Auditor’s Report)

Order is not applicable.



FRN: 308001E

S.K Paul

( Proprietor)


Place:- New Delhi

Date: 14.08.2017

Annexure ‘B’ Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/s MIDEAST (INDIA)

LIMITED (“the Company”) as of March 31, 2017 in conjunction with our audit of the financial

statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants

of India. These responsibilities include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information, as required under the Companies

Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit

of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on

Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,

2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of

Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial controls

over financial reporting was established and maintained and if such controls operated effectively in

all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of

internal financial controls over financial reporting included obtaining an understanding of internal

financial controls over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed

risk. The procedures selected depend on the auditor’s judgement, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures

that

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company's assets that could have a material effect on the

financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including

the possibility of collusion or improper management override of controls, material misstatements due

to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal

financial controls over financial reporting to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate. Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at March 31, 2017, based on the internal control over financial reporting

criteria established by the Company considering the essential components of internal control stated in

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India.



FRN: 308001E

S.K Paul

( Proprietor)


Place:- New Delhi

Date: 14.08.2017

As at 31st March,

2017

As at 31st March,

2016

Amount (Rs.) Amount (Rs.)

I. Equity and Liabilities

Shareholders' funds

(a) Share Capital 2 502,053,980 502,053,980

(b) Reserves and surplus 3 (421,520,933) (421,702,849)

Non-current liabilities 4

(a) Long- term borrowings 555,833,224 548,670,089

(b) Deferred Tax Liabilities (Net) 621,640 -

(c) Other long term liabilities 870,000 210,000

Current liabilities 5

(a) Short-term borrowings - -

(b) Trade Payables - 200,000

(c) Other current liabilities 108,021,641 107,971,939

(d) Short term provisions 246,231 821,434 Total 746,125,783 738,224,594

II. Assets

Non-current assets

(a) Fixed assets

(i) Tangible assets 6 30,639,674 3,351,000

(ii) Intangible assets - -

(iii) Capital work-in-progress - 26,008,191

(b) Non-current Investments 7 650,898,000 650,898,000

(c) Long Term Loans & Advances 8 3,062,277 -

Current Assets 9

(a) Current investments - -

(b) Inventories - -

(c) Trade receivables - -

(d) Cash and cash equivalents 59,535,133 54,860,547

(e) Short-term loans and advances 1,350,000 950,000

(f) Other current assets 640,700 2,156,855 Total 746,125,783 738,224,594

Notes forming part of financial

statements 1-28



DIN : 00082263 DIN : 00090649

(Ajit Kumar Jha)

CFO


BALANCE SHEET as at 31st March, 2017

As per our Audit Report of even date

attached hereto

For Sangram Paul & Company


For and on behalf of the board

Note no.

Place: New Delhi

Dated:

Particulars

For the year

ended on 31st

March, 2017

15 Month ended

on 31st March,

2016


I. Revenue from operations - -

II. Other income 10 5,352,757 4,950,117

III. Total Revenue (I+II) 5,352,757 4,950,117

IV. Expenses:

Cost of materials consumed - -

Employee benefits expense 11 259,646 801,000

Finance costs 12 2,594 30,792

Depriciation and amortisation expenses 6 629,585 -

Other expenses 13 2,769,292 429,800 Total Expenses 3,661,117 1,261,592

V.Profit before exceptional and extraordinary items

(III-IV) 1,691,640 3,688,525

VI. Exceptional items 14 - (1,880,504,685)

VII. Profit before extraordinary items and tax (V-VI) 1,691,640 1,884,193,210

VIII. Extraordinary items - -

IX. Profit before tax (VII-VIII) 1,691,640 1,884,193,210

Tax expenses:

Current tax 721,608 1,266,446

Earlier year tax 156,476 -

Deferred Tax 4(c) 621,640 -

XI. Profit/ (Loss) for the period (IX-X) 191,916 1,882,926,764

XII.Earnings per Equity share:

Basic and Diluted 20 0.00 37.47

Notes forming part of financial statements 1-28

As per our Audit Report of even date attached hereto





DIN : 00082263 DIN : 00090649

Place: New Delhi (Ajit Kumar Jha)

Dated: CFO


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31.03.2017


S.No. Particulars Note no.

X.

Note no.

31.03.2017 31.03.2016

I. CASH FLOW FROM OPERATION ACTIVITIES

Profit Before Tax 1,691,640 1,884,193,210

Adjustment for:

Provisions written back - (1,880,504,685)

Dividend Received (916,250) -

Interest Received (4,386,507) (4,450,117)

Depreciation 629,585 -

Operating Profit Before Working Capital Changes (2,981,532) (761,592)

Adjustment for: - -

Short Term Loans & Advances (400,000) -

Other Current Assets 1,516,156 (1,736,152)

Trade Payable (200,000) (1,283,168)

Other Current Liabilities & Provisions (525,501)

Cash Generated from Operations (2,590,877) (3,780,913)

Direct Taxes Paid 878,084 1,266,446

Net Cash Flow from Operating activities (3,468,961) (5,047,359)

II. CASH FLOW FROM INVESTING ACTIVITIES

Rent Received 916,250 -

Security Deposits 660,000 -

Interest Received 4,386,507 4,450,117

Fixed Assets adjustment (1,910,068) -

Proceeds from Advances (3,062,277) 222,910,790

Net Cash from Investing Activities 990,412 227,360,907

III. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Unsecured loans 7,153,135 -

Repayment of Unsecured Loans - (220,541,637)

Unsecured loan waived off - -

Net Cash from Financing Activities 7,153,135 (220,541,637)

IV. NET INCREASE/ (DECREASE) IN CASH AND CASH

EQUIVALENTS (I+II+III) 4,674,586 1,771,911

Cash and Cash Equivalent as at beginning of the year 54,860,547 53,088,636

Cash and Cash Equivalent as at end of the year 9(d) 59,535,134 54,860,547






DIN : 00082263 DIN : 00090649


CFODated:


Amount (Rs.)


CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2017

Amount Rs.

PARTICULARS 31.03.17 31.03.16

2 : SHARE CAPITAL

AUTHORISED CAPITAL

10,00,00,000 (10,00,00,000) Equity share of Rs. 10 each 1,000,000,000 1,000,000,000

ISSUED, SUBSCRIBED & PAID UP CAPITAL

5,02,55,398 (5,02,55,398) Equity Share of Rs. 10/- each Fully Paid-up 502,553,980 502,553,980

Less : Calls in arrears 500,000 500,000

502,053,980 502,053,980

A) Reconciliation of number of shares

No. of shares Amount in Rs. No. of shares Amount in Rs.

Equity Shares

Opening Balance 50,255,398 502,553,980 50,255,398 502,553,980

Changes during the year - - - -

Closing Balance 50,255,398 502,553,980 50,255,398 502,553,980

B) Rights, preferences and restrictions attached to shares

Equity Shares

3 : RESERVES & SURPLUS

Capital Reserve

Opening Balance 308,967,657 308,967,657

Add: During the year - -

Closing Balance 308,967,657 308,967,657

Securities Premium

Opening Balance 1,111,667,000 1,111,667,000


Closing Balance 1,111,667,000 1,111,667,000

NEPZ Subsidy

Opening Balance 1,000,000 1,000,000


Closing Balance 1,000,000 1,000,000

General Reserve

Opening Balance 43,623,015 43,623,015


Closing Balance 43,623,015 43,623,015

Surplus

Opening Balance (1,886,970,521) (3,769,887,285)

Add: Profit during the year 191,916 1,882,926,764

Closing Balance (1,886,778,605) (1,886,960,521)

(421,520,933) (421,702,849)

As at 31.03.2017 As at 31.03.2016

The Company has one class of equity shares having a par value of Rs. 10 each, rank pari passu in all respects including

voting rights and entitlement to dividend.

4 : LONG TERM BORROWINGS

4(a) Unsecured Loan

Loans (Refer Related Party Note No. 18) 555,833,224 548,670,089

555,833,224 548,670,089

4(b) Deferred Tax Liability

Deferred Tax liability related to fixed assets 621,640 -

621,640 -

4(c) Other Long term liabilities

Security Deposits 870,000 210,000

870,000 210,000

5 : CURRENT LIABILITIES

5(a) Short Term Borrowings - -

- -

5(b) Trade Payables - 200,000

- 200,000

5(c) Othe Current Liabilities

TDS Payable 7,702 -

Expenses payable 102,000 60,000

Other liabilities 107,911,939 107,911,939

108,021,641 107,971,939

5(d) Short Term Provisions

Provision for Income Tax (Net) 246,231 821,434

246,231 821,434

7: NON CURRENT INVESTMENT

(VALUED AT COST)

Quoted, Trade Investments

Associate

M/s Mideast Integrated Steels Limited 650,898,000 650,898,000

3,25,49,940 Equity Share of Rs. 10/- each (M.V. not available)

650,898,000 650,898,000

8 : LONG TERM LOANS & ADVANCES

Loans & Advances (Refer Related Party Note No. 18) 2,160,754 -

Security deposits 901,523 -

3,062,277 -

9 : CURRENT ASSETS

9(a) Current Investments

Current Investments - -

- -

9(b) Inventories - -

- -

9(c) Trade Receivables

Outstanding for more than Six Months - -

Others - -

- -

9(d) Cash & Cash Equivalent

Cash in hand 143,905 12,905

Balance with Banks 388,529 247,642

Fixed Deposit (having maturity less than 12 months) 59,002,699 54,600,000

59,535,133 54,860,547

9(e) Short Term Loan & Advances

Deposits 950,000 950,000

Other Advances 400,000 -

1,350,000 950,000

9(f) Other Current Assets

Accured Interest 610,589 2,126,744

Tax Deducted at Source 30,111 30,111

640,700 2,156,855


6 : FIXED ASSETS

(Rs.)

PARTICULARS As At Addition Sales/ Adjusitment As At As At During Transfer to Written back As At As At As At

01.04.2016 31.03.2017 01.04.2016 the year Reserve 31.03.2017 31.03.2017 31.03.2016

Tangible Assets

Land 3,351,000 - 3,351,000 - - - 3,351,000 3,351,000

Building 30,664,000 26,998,461 - 57,662,461 30,664,000 622,164 - - 31,286,164 26,376,297.00 -

Plant & Machinery 297,717,000 - - 297,717,000 297,717,000 - - - 297,717,000 - -

Other Fixed Assets 19,923,000 - - 19,923,000 19,923,000 - - 19,923,000 - -

Electrical Equipement 424,795 424,795 - 3,427 3,427 421,368 -

Furniture & Fixtures 495,003 495,003 - 3,994 3,994 491,009 -

Total 351,655,000 27,918,259 - 379,573,259 348,304,000 629,585 - - 348,933,585 30,639,674 3,351,000

Previous Year 351,655,000 - - 351,655,000 348,304,000 - - 348,304,000 3,351,000 3,351,000

-

As at 01.04.2016 Additions Transfers As at 31.03.2017

Capital Work in Progress 26,008,191 - 26,008,191 -

Total 26,008,191 - 26,008,191 -

Previous Year 26,008,191 - - 26,008,191

NET BLOCKDEPRECIATIONGROSS BLOCK

31.03.17 31.03.16


10 : Other Income

Bank Interest 4,386,507 4,450,117


Misc Income 50,000 500,000

5,352,757 4,950,117

11 : Employee Benefit Expenses

Salary, Wages & Bonus 259,646 801,000

259,646 801,000

12 : Finance Cost

Bank & Other charges 2,594 30,792

2,594 30,792

13 : Other Expenses

Audit Fees 15,000 15,000

Fee & Subscription 2,255,975 414,800

Advertisement Exp. 21,105 -

Director Sitting Fees 50,000 -

Electricity Expenses 13,117 -

Hotel Booking & Meeting Charges 15,000 -

House Tax 152,443 -

Office Exp 2,860 -

Postage & Telegram 340 -

Travelling Exp 72,000 -

Repair & Maintenance 6,000 -

Misc. Expenses 165,452 -

2,769,292 429,800

14: Exceptional Items


- (1,880,504,685)


Notes forming Part of Accounts for the year ended 31st March 2017

1) SIGNIFICANT ACCOUNTING POLICIES

a. System of Accounting:

The financial statements have been prepared and presented under the historical cost convention

and in accordance to Generally Accepted Accounting Principles in India, including Accounting

Standards notified under the relevant provisions of the Companies Act, 2013.

b. Use of Estimates The preparation of financial statements requires the management of the Company to make

estimates and assumptions that affect the reported balances of assets and liabilities and

disclosures relating to the contingent liabilities as at the date of the financial statements and

reported amounts of income and expenses during the year. The management believes that the

estimates made in the preparation of financial statements are prudent and reasonable. Actual

results could differ from those estimates. Any revision of accounting estimates is recognized

prospectively in current and future periods.

c. Revenue Recognition:

Revenue from sale of goods is recognized when of all significant risk and rewards of ownership

are transferred to buyer, it can be reliably measured and it is reasonable to expect ultimate

collection. The amount recognized as sale excludes sales tax and trade and quantity discounts.

Interest income is recognised on a time proportion basis taking into account the amount

outstanding and the interest rate applicable. Rental Income is recognized on accrual basis.

Dividend income is recognised when the right to receive payment is established.

d. Property, Plant and Equipment and Depreciation:

Tangible Assets

Tangible assets are carried at cost of acquisition net of recoverable taxes and discounts less

accumulated depreciation and impairment loss, if any. Cost is inclusive of all expenses directly

attributable to bring the assets to their working condition for intended use.

Subsequent expenditures related to an item of Tangible Asset are added to its book value only if

they increase the future benefits from the existing asset beyond its previously assessed standard of

performance.

Intangible Assets

Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated

amortisation/depletion and impairment loss, if any. Cost is inclusive of all expenses directly

attributable to bringing the asset to its working condition for the intended use and net charges on

foreign exchange contracts and adjustments arising from exchange rate variations attributable to

the intangible assets.

Depreciation and Amortisation

Company is following Straight Line Method for calculation of depreciation. Depreciation on the

assets has been provided on the basis of useful life of the assets as prescribed in Schedule II to

Companies Act, 2013 after retaining 5% residual value of Gross Block to the extent Written

Down Value available.

e. Leases:

Operating Leases: Rentals are expensed on a straight line basis with reference to the lease terms

and other considerations.

Finance leases: The lower of the fair value of the assets and present value of the minimum lease

rentals is capitalised as Fixed Assets with corresponding amount disclosed as lease liability. The

principal component in the lease rental is adjusted against the lease liability and the interest

component is charged to Profit and Loss Statement.

f. Investments:

Current investments are carried at lower of cost and quoted/fair value, computed category-wise.

Non Current investments are stated at cost. Provision for diminution in the value of Non Current

investments is made only if such a decline is other than temporary.

g. Inventories:

Inventories are valued at lower of cost or estimated net realizable value. Cost of raw material is

determined on first in first out (FIFO) basis.

h. Impairment:

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An

impairment loss is charged to the Profit and Loss Statement in the year in which an asset is

identified as impaired. The impairment loss recognised in prior accounting period is reversed if

there has been a change in the estimate of recoverable amount.

i. Foreign Currency Transactions:

(i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing

on the date of the transaction or that approximates the actual rate at the date of the

transaction.

(ii) At the Balance sheet date all monetary assets & liabilities denominated in foreign currency

are reported at the exchange rate prevailing at the Balance sheet date.

(iii) The difference between the exchange rate of the balance sheet date and transaction date is

recognized as income/expenses.

j. Retirement Benefits:

Employee benefits are charged to Statement of Profit and loss as and when paid.

k. Borrowing Costs

Borrowing costs that are directly attributable to the acquisition or construction of qualifying

assets are capitalized, till the date on which the asset is put to use, as part of the cost of that asset.

A qualifying asset is one that necessarily takes substantial period of time to get ready for intended

use. All other borrowing costs are charged to revenue.

l. Taxation:

Current Tax: Provision of current income tax is recognized based on the estimated tax liability

computed after taking credit for allowances and exemptions in accordance with the provisions of

the Income Tax Act, 1961.

Deferred Tax: Deferred Tax assets and liabilities are recognized for the future tax attributable to

timing difference that result between the profit/loss offered for income taxes and the profit/loss as

per the financial statements. Deferred tax assets and liabilities are measured using the tax rates

and the tax laws that have been enacted at the Balance sheet date. Deferred tax assets are

recognized only to the extent there is reasonable certainty that the assets can be realized in the

future.

m. Contingent Liabilities:

Contingent liabilities are disclosed separately in the Notes to Accounts. Provisions are made on

all present obligations on which reliable estimates are possible and for which there is probability

of outflow of cash.

15) Contingent Liabilities not provided for in respect of (Rs. In Lacs) :

Particulars 31.03.2017 31.03.2016

a) Guarantee given to Bank on - -

behalf of the Company

b) Inter-corporate Guarantee given - -

by the company to Financial

Institution and banks

c) Estimated amount\income tax 2371.00 2371.00

Contested for appeals not

Provided for

16) Breakup of Director’s Remuneration:

(Rs.)

Particulars 31.03.2017 31.03.2016

Remuneration to Directors Nil Nil

17) Balances outstanding in Trade Receivables, Loans & Advances and Trade Payables are subject to

their confirmation from respective parties.

18) Related Party transactions disclosure as per Accounting Standard-18:

a. Related parties:

Name Relationship

Mr. J.K. Singh

Key Management Persons (KMP) Mrs. Rita Singh

Mr. D.K. Singh (CEO) (w.e.f 18th January, 2017)

Mr. Hawa Singh Chahar (w.e.f 29th September, 2016)

Mr. Manoj Kumar Pandey (w.e.f 18th January, 2017)

Mr. Ajit Kumar Jha (CFO)

Twenty First Century Finance Ltd

Entities in which KMP can exercise

significant influence

Mesco Aerospace Ltd.

Mesco Logistics Ltd.

Mesco Mining Ltd.

Mesco Pharmaceuticals Ltd.

Mesco Kalinga Steel Ltd.

Mesco Steels Ltd.

Mideast Integrated Steels Ltd. Associate Company

b. Details of transactions with related parties: (Rs.)

Name 31.03.2017 31.03.2016 Nature Relationship

Twenty First Century

Finance Ltd

Nil (12,11,246) Net Loan

taken/(Repaid)

Entities in which

KMP can exercise

significant

Mesco Aerospace Ltd. Nil (2,93,50,802) Net Loan

taken/(Repaid)

Mesco Logistics Ltd. 45,00,000 (33,27,60,996) Net Loan

taken/(Repaid)

Mesco Kalinga Steel Ltd. Nil (16,03,93,360) Net Loan

given/(Repaid)

Mesco Mining Ltd. Nil (6,25,17,430) Net Loan

given/(Repaid)

influence

Mesco Pharmaceuticals

Ltd

(21,60,754) (76,07,577) Net Loan

taken/(Given)

Mesco Steels Ltd. 52,553 15,03,88,983 Net Loan

taken/(Repaid) Mideast Integrated Steels Ltd 27,05,688 Nil Net Loan

taken/(Repaid)

c. Balances Outstanding: (Rs.)


Mesco Logistics Ltd. 45,00,000 Nil Loan taken Entities in which

KMP can exercise

significant

influence

Mideast Integrated Steel Ltd. 27,05,688 Nil Loan taken

Mesco Pharmaceuticals Ltd 21,60,754 Nil Loan given

Mesco Steels Ltd. 54,86,27,536 54,86,70,088 Loan taken

19) In the opinion of the board and to the best of the knowledge and belief, the value of realization in

respect of current assets, loans and advances in the ordinary course of business would not be less

than the amount of which they are stated in the Balance sheet, the provision for all known

determined liabilities is adequate and is not in excess of amount reasonably required

20) Earnings per Share The computation of basic/diluted earnings per share is set out below:

(Rs.)

31.03.2017 31.03.2016

Profit as per Statement of Profit & Loss 8,13,556 1,88,29,26,764

Net Profit/(Loss) attributable to Equity

Shareholders – (A) 8,13,556 1,88,29,26,764

Basic/Weighted average number of Equity

Shares outstanding during the year – (B) 5,02,55,398 5,02,55,398

Nominal Value of Equity Share Rs. 10 each Rs. 10 each

Basic/Diluted Earnings per Share 0.02 37.47

21) Payment to Auditors:

(Rs.)

31.03.2017 31.03.2016

(a) Statutory Audit Fee 15,000 15,000

22) (Rs.)

a. Expenditure in foreign currency:

Particulars 31.03.2017 31.03.2016

Travelling Nil Nil

Technical Know How Nil Nil

b. Earning in foreign currency (on accrual basis):

Particulars 31.03.2017 31.03.2016

FOB Value of Export Nil Nil

c. Value of Imports on CIF Basis:

Particulars 31.03.2017 31.03.2017

Purchase of Raw Material Nil Nil

Capital Goods Nil Nil

23) Employee’s Benefit Gratuity and other employee benefits are provided on payment basis.

24) Segment reporting

Company is operating in only one segment manufacturing of Leather products, therefore separate

segment reporting is not given.

25) Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November,

2016 to 30th December, 2016:

SBN'S

Other

Denomination

Notes Total

Closing cash in hand as on 08.11.2016 - 43,905 43,905

(+) Permitted Receipts - 50,000 50,000

(-) Permitted Payments - - -

(-) Amount deposited in Banks - - -


26) Sundry Creditors (Due to Micro and Small Enterprises):

The company has not received any intimation from suppliers regarding their status under the

Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any,

relating to amounts unpaid as at the end of the year together with the interest paid/payable as

required under the Act have not been furnished.

27) The additional liability, if any, arising pursuant to assessment orders under various fiscal statutes

shall be accounted for in the year of assessment.

28) Previous year figures have been regrouped / recast whenever considered necessary to make these

comparable with those of the current year.


For Sangram Paul & Company For and on behalf of the board


Firm Registration no.: 308001E

(S. K. Paul) (Rita Singh) (J.K. Singh)


DIN: 00082263 DIN No: 00090649

Place: New Delhi (Ajit Kumar Jha) (Preeti S Nair)

Dated: CFO CS

Independent Auditor’s Report

To the Members of

M/s MIDEAST (INDIA) LIMITED

Report on the Consolidated financial Statements

We have audited the accompanying consolidated financial statements of M/s MIDEAST (INDIA)

LIMITED (“the Company”), which comprise the Consolidated Balance Sheet as at March 31, 2017,the

Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then

ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial

statements that give a true and fair view of the consolidated financial position, consolidated financial

performance and cash flows of the Company in accordance with the accounting principles generally

accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with

Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of

adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of

the Company and for preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and

design, implementation and maintenance of adequate internal consolidated financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the consolidated financial statements that give a true and fair view and are

free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters

which are required to be included in the audit report under the provisions of the Act and the Rules made

there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of

the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures

in the consolidated financial statements. The procedures selected depend on the auditor’s judgment,

including the assessment of the risks of material misstatement of the consolidated financial statements,

whether due to fraud or error. In making those risk assessments, the auditor considers internal

consolidated financial control relevant to the Company’s preparation of the consolidated financial

statements that give a true and fair view in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and

the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating

the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid consolidated financial statements give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting principles generally accepted in

India:

a) In the case of the consolidated Balance Sheet, of the state of the affairs of the Company as at March

31,2017:

b) In the case of the consolidated Statement of Profit and loss, of the profit for the year ended on that

date: and

c) In the case of the consolidated Cash Flow Statement, of the cash flow for the year ended on that

date.

d) The Company has disclose the required details in consolidated financial statements as regards to

the Specified Bank Notes (SBN) held and transacted during the period from 8 November 2016

to 30 December 2016 in the Financial Statement



FRN: 308001E

S.K Paul

( Proprietor)


Place:-

Date:

As at 31st March, 2017 As at 31st March, 2016


I. Equity and Liabilities

Shareholders' funds

(a) Share Capital 2 502,053,980 502,053,980

(b) Reserves and surplus 3 719,089,434 685,762,199

Non-current liabilities

(a) Long- term borrowings 4 555,833,224 548,670,089

(b) Deferred Tax Liabilities (Net) 621,640 -

(c) Other long term liabilities 870,000 210,000

Current liabilities 5

(a) Short-term borrowings - -

(b) Trade Payables - 200,000

(c) Other current liabilities 108,021,641 107,971,939

(d) Short term provisions 246,231 821,434 Total 1,886,736,150 1,845,689,641

II. Assets

Non-current assets

(a) Fixed assets

(i) Tangible assets 6 30,639,674 3,351,000

(ii) Intangible assets

(iii) Capital work-in-progress - 26,008,191

(b) Non-current Investments 7 1,791,508,366 1,758,363,048

(c) Long Term Loans & Advances 8 3,062,277 -

Current Assets 9

(a) Current investments - -

(b) Inventories - -

(c) Trade receivables - -

(d) Cash and cash equivalents 59,535,133 54,860,547

(e) Short-term loans and advances 1,350,000 950,000

(f) Other current assets 640,700 2,156,855 Total 1,886,736,150 1,845,689,641

Notes forming part of financial

statements 1-28



DIN : 00082263 DIN : 00090649

(Ajit Kumar Jha)

CFODated:


CONSOLIDATED BALANCE SHEET as at 31st March, 2017

Particulars Note no.

As per our Audit Report of even date

attached hereto



Place: New Delhi

For the year

ended on 31st

March, 2017

15 Month ended on 31st

March, 2016


I. Revenue from operations - -

II. Other income 10 5,352,757 4,950,117

III. Total Revenue (I+II) 5,352,757 4,950,117

IV. Expenses:

Cost of materials consumed - -

Employee benefits expense 11 259,646 801,000

Finance costs 12 2,594 30,792

Depriciation and amortisation expenses 6 629,585 -

Other expenses 13 2,769,292 429,800 Total Expenses 3,661,117 1,261,592

V.Profit before exceptional and extraordinary items

(III-IV) 1,691,640 3,688,525

VI. Exceptional items 14 - (1,880,504,685)

VII. Profit before extraordinary items and tax (V-VI) 1,691,640 1,884,193,210

VIII. Extraordinary items - -

IX. Profit before tax (VII-VIII) 1,691,640 1,884,193,210

Tax expenses:

Current tax 721,608 1,266,446

Earlier year tax 156,476

Deferred Tax 621,640 -

XI. Profit/ (Loss) after tax 191,916 1,882,926,764

XII. Share in profit/(loss) of Associates 33,135,319 20,148,485

XIII. Profit/ (Loss) for the year 33,327,235 1,903,075,249

XIV.Earnings per Equity share:

Basic and Diluted 21 0.66 37.87

Notes forming part of financial statements 1-28






DIN : 00082263 DIN : 00090649


Dated: CFO

X.



STATEMENT OF CONSOLIDATED PROFIT & LOSS FOR THE YEAR ENDED ON

31.03.2017

S.No. Particulars Note no.

31.03.2017 31.03.2016

I. CASH FLOW FROM OPERATION ACTIVITIES

Profit Before Tax 1,691,640 1,884,193,210

Adjustment for:


Rent Received (916,250)

Interest Received (4,386,507) (4,450,117)

Depreciation 629,585 -

Operating Profit Before Working Capital Changes (2,981,532) (761,592)

Adjustment for: - -

Short Term Loans & Advances (400,000) -

Other Current Assets 1,516,155 (1,736,152)

Trade Payable (200,000) (1,283,168)

Other Current Liabilities & Provisions (525,501)

Cash Generated from Operations (2,590,878) (3,780,913)

Direct Taxes Paid 878,084 1,266,446

Net Cash Flow from Operating activities (3,468,962) (5,047,359)

II. CASH FLOW FROM INVESTING ACTIVITIES


Security Deposit 660,000

Interest Recvied 4,386,507 4,450,117

Fixed Assets adjustment (1,910,068) -

Proceeds from Advances (3,062,277) 222,910,790

Net Cash from Investing Activities 990,412 227,360,907

III. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Unsecured Loans 7,153,135 -

Repayment of Unsecured Loans (220,541,637)

Unsecured loan waived off - -

Net Cash from Financing Activities 7,153,135 (220,541,637)

IV. NET INCREASE/ (DECREASE) IN CASH AND CASH

EQUIVALENTS (I+II+III) 4,674,586 1,771,911

Cash and Cash Equivalent as at beginning of the year 54,860,547 53,088,636

Cash and Cash Equivalent as at end of the year 59,535,133 54,860,547






DIN : 00082263 DIN : 00090649


CFO


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2016

Amount (Rs.)


Dated:

Amount Rs.

PARTICULARS 31.03.17 31.03.16

2 : SHARE CAPITAL

AUTHORISED CAPITAL

10,00,00,000 (10,00,00,000) Equity sahre of Rs. 10 each 1,000,000,000 1,000,000,000

ISSUED, SUBSCRIBED & PAID UP CAPITAL

5,02,55,398 (5,02,55,398) Equity Share of Rs. 10/- each Fully Paid-up 502,553,980 502,553,980

Less : Calls in arrears 500,000 500,000

502,053,980 502,053,980

A) Reconciliation of number of shares

No. of shares Amount in Rs. No. of shares Amount in Rs.

Equity Shares

Opening Balance 50,255,398 502,553,980 50,255,398 502,553,980

Changes during the year - - - -

Closing Balance 50,255,398 502,553,980 50,255,398 502,553,980

B) Rights, preferences and restrictions attached to shares

Equity Shares

3 : RESERVES & SURPLUS

Capital Reserve

Opening Balance 308,967,657 308,967,657


Closing Balance 308,967,657 308,967,657

Securities Premium

Opening Balance 1,111,667,000 1,111,667,000


Closing Balance 1,111,667,000 1,111,667,000

NEPZ Subsidy

Opening Balance 1,000,000 1,000,000


Closing Balance 1,000,000 1,000,000

General Reserve

Opening Balance 43,623,015 43,623,015


Closing Balance 43,623,015 43,623,015

Surplus in Statement of Profit and Loss

Opening Balance (1,322,466,506) (3,225,541,754)

Add: Profit during the year 33,327,235 1,903,075,249

Closing Balance (1,289,139,270) (1,322,466,506)

Other Reserve (Capital reserve of Associate)

Opening Balance 542,971,033 -

Transitional Capital Reserve of Associate on Consolidation - 542,971,033

Closing Balance 542,971,033 542,971,033

719,089,434 685,762,199

As at 31.03.2017 As at 31.03.2016

The Company has one class of equity shares having a par value of Rs. 10 each, rank pari passu in all respects including voting rights and entitlement to dividend.

4 : LONG TERM BORROWINGS

4(a) Unsecured Loan

Loans (Refer Related Party Note No. 19) 555,833,224 548,670,089

555,833,224 548,670,089

4(b) Deferred Tax Liability

Deferred Tax liability related to fixed assets 621,640 -

621,640 -

4(c) Other Long term liabilities

Security Deposits 870,000 210,000

870,000 210,000

5 : CURRENT LIABILITIES

5(a) Short Term Borrowings - -

- -

5(b) Trade Payables - 200,000

- 200,000

5(c) Othe Current Liabilities

Other Liabilities 107,911,939 107,971,939

Expenses payable 102,000 -

TDS payable 7,702

108,021,641 107,971,939

5(d) Short Term Provisions

Provision for Income Tax (Net) 246,231 821,434

246,231 821,434

7: NON CURRENT INVESTMENT

(VALUED AT COST)

Quoted, Trade Investments

Associate

M/s Mideast Integrated Steels Limited 610,210,580 610,210,580

[including Rs.16,56,17,588 of Goodwill (net of capital reserve)

arising on consolidation]

Add/(less) : Share of post acquisition reserves 1,181,297,786 1,148,152,468

1,791,508,366 1,758,363,048

Details of equity accounted associates are as follows:

Name of the Company Cost of the investment Goodwill/( Capital

reserve) on acquisition

Dividend

received from

Associate

Accumulated

Reserves as at

31.3.2017

Carrying amount

of investment as at

31.3.2017

M/s Mideast Integrated Steels Limited 610,210,580 165,617,588 - 1,181,297,786 1,791,508,366

610,210,580 165,617,588 - 1,181,297,786 1,791,508,366

610,210,580 165,617,588 - 1,148,152,468 1,758,363,048

8 : Long Term Loans & Advances

Loans & Advances (Refer Related Party Note No. 19) 2,160,754 -

Security deposits 901,523

3,062,277 -

9 : CURRENT ASSETS

9(a) Current Investments

Current Investments - -

- -

9(b) Inventories - -

- -

9(c) Trade Receivables

Outstanding for more than Six Months - -

Others - -

- -

9(d) Cash & Cash Equivalent

Cash in hand 143,905 12,905

Balance with Banks 388,529 247,642

Fixed Deposit (having maturity less than 12 months) 59,002,699 54,600,000

59,535,133 54,860,547

9(e) Short Term Loan & Advances

Deposits 950,000 950,000

Other advances 400,000

1,350,000 950,000

9(f) Other Current Assets

Accured Interest 610,589 2,126,744

Tax Deducted at Source 30,111 30,111

640,700 2,156,855


6 : FIXED ASSETS

(Rs.)

PARTICULARS % As At Addition Sales/ Adjusitment As At As At During Transfer to Written back As At As At As At

01.04.2016 31.03.2017 01.04.2016 the year Reserve 31.03.2017 31.03.2017 31.03.2016

Tangible Assets

Land 3,351,000 - 3,351,000 - - - 3,351,000 3,351,000

Building 3.34% 30,664,000 26,998,461 - 57,662,461 30,664,000 622,164 - - 31,286,164 26,376,297.00 -

Plant & Machinery 4.75% 297,717,000 - - 297,717,000 297,717,000 - - - 297,717,000 - -

Other Fixed Assets 4.75% 19,923,000 - - 19,923,000 19,923,000 - - 19,923,000 - -

Electrical Equipement 424,795 424,795 - 3,427 3,427 421,368 -

Furniture & Fixtures 495,003 495,003 - 3,994 3,994 491,009 -

Total 351,655,000 27,918,259 - 379,573,259 348,304,000 629,585 - - 348,933,585 30,639,674 3,351,000

Previous Year 351,655,000 - - 351,655,000 348,304,000 - - 348,304,000 3,351,000 3,351,000

- As at 01.04.2016 Additions Transfers As at 31.03.2017

Capital Work in Progress 26,008,191 - 26,008,191 -

Total 26,008,191 - 26,008,191 -

Previous Year 26,008,191 - - 26,008,191

GROSS BLOCK DEPRECIATION NET BLOCK

31.03.17 31.03.16


10 : Other Income

Bank Interest 4,386,507 4,450,117


Misc Income 50,000 500,000

5,352,757 4,950,117

11 : Employee Benefit Expenses

Salary, Wages & Bonus 259,646 801,000

259,646 801,000

12 : Finance Cost

Bank & Other charges 2,594 30,792

2,594 30,792

13 : Other Expenses

Audit Fees 15,000 15,000

Fee & Subscription 2,255,975 414,800

Advertisement Exp. 21,105 -

Director Sitting Fees 50,000 -

Electricity Expenses 13,117 -

Hotel Booking & Meeting Charges 15,000 -

House Tax 152,443 -

Office Exp 2,860 -

Postage & Telegram 340 -

Travelling Exp 72,000 -

Repair & Maintenance 6,000 -

Misc. Expenses 165,452 -

2,769,292 429,800

14: Exceptional Items


- (1,880,504,685)


Notes forming Part of the consolidated financial statements

1) SIGNIFICANT ACCOUNTING POLICIES

a. Principal of Consolidation

Investment in associates where the Company directly or indirectly holds more than 20% of

equity, are accounted for using equity method as per Accounting Standard 23 – Accounting for

Investments in Associates in Consolidated financial statements notified by Companies

(Accounting Standards) Rules, 2006.

The Group accounts for its share of post acquisition changes in net assets of associates, after

eliminating unrealized profits and losses resulting from transactions between the Company and its

associates to the extent of its share, through its Consolidated Statement of Profit and Loss, to the

extent such change is attributable to the associates ‘Statement of Profit and Loss and through its

reserves for the balance based on available information. However subsidiary of the associate is

not considered for consolidation, as the company does not exercise any control over it.

The difference between the cost of investment in the associates and the Group’s share of net

assets at the time of acquisition of share in the associates is identified in the consolidated financial

statements as Goodwill or Capital Reserve as the case may be.

The consolidated financial statements of the associates used in the consolidation are drawn up to

the same reporting date as that of the Company i.e. 31st March, 2017. Post acquisition profits used

in the consolidation are taken from Reserve & Surplus (in Notes) in the consolidated financial

statement of the associates, although there was distinction between Reserve & Surplus and results

in the statement of Consolidated Profit and loss.

The financial statements of associate are prepared as per ‘Indian Accounting Standards’ (Ind AS),

however for the purpose of consolidation profits have been translated as per Generally Accepted

Accounting Principles in India.

The list of subsidiary companies, joint ventures and associates which are included in the

consolidation and the Group’s holdings therein are as under :

Name of the Company 2016-17 2015-16 Country of

(Ownership in %) Incorporation

A. Associates:

i) Mideast Integrated Steels Limited 23.61 23.61 India

b. System of Accounting:

The consolidated financial statements have been prepared and presented under the historical cost

convention and in accordance to Generally Accepted Accounting Principles in India, including

Accounting Standards notified under section 133 Companies Act, 2013 and the relevant

provisions thereof..

c. Use of Estimates The preparation of consolidated financial statements requires the management of the Company to

make estimates and assumptions that affect the reported balances of assets and liabilities and

disclosures relating to the contingent liabilities as at the date of the consolidated financial

statements and reported amounts of income and expenses during the year. The management

believes that the estimates made in the preparation of consolidated financial statements are

prudent and reasonable. Actual results could differ from those estimates. Any revision of

accounting estimates is recognized prospectively in current and future periods.

d. Revenue Recognition:

Revenue from sale of goods is recognized when of all significant risk and rewards of ownership

are transferred to buyer, it can be reliably measured and it is reasonable to expect ultimate

collection. The amount recognized as sale excludes sales tax and trade and quantity discounts.

Interest income is recognised on a time proportion basis taking into account the amount

outstanding and the interest rate applicable.

Dividend income is recognised when the right to receive payment is established.

e. Property, Plant and Equipment and Depreciation:

Tangible Assets

Tangible assets are carried at cost of acquisition net of recoverable taxes and discounts less

accumulated depreciation and impairment loss, if any. Cost is inclusive of all expenses directly

attributable to bring the assets to their working condition for intended use.

Subsequent expenditures related to an item of Tangible Asset are added to its book value only if

they increase the future benefits from the existing asset beyond its previously assessed standard of

performance.

Intangible Assets

Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated

amortisation/depletion and impairment loss, if any. Cost is inclusive of all expenses directly

attributable to bringing the asset to its working condition for the intended use and net charges on

foreign exchange contracts and adjustments arising from exchange rate variations attributable to

the intangible assets.

Depreciation and Amortisation

Company is following Straight Line Method for calculation of depreciation. Depreciation on the

assets has been provided on the basis of useful life of the assets as prescribed in Schedule II to

Companies Act, 2013 after retaining 5% residual value of Gross Block to the extent Written

Down Value available.

f. Leases:

Operating Leases: Rentals are expensed on a straight line basis with reference to the lease terms

and other considerations.

Finance leases: The lower of the fair value of the assets and present value of the minimum lease

rentals is capitalised as Fixed Assets with corresponding amount disclosed as lease liability. The

principal component in the lease rental is adjusted against the lease liability and the interest

component is charged to Profit and Loss Statement.

g. Investments:

Current investments are carried at lower of cost and quoted/fair value, computed category-wise.

Non Current investments are stated at cost. Provision for diminution in the value of Non Current

investments is made only if such a decline is other than temporary.

h. Inventories:

Inventories are valued at lower of cost or estimated net realizable value. Cost of raw material is

determined on first in first out (FIFO) basis.

i. Impairment:

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An

impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is

identified as impaired. The impairment loss recognised in prior accounting period is reversed if

there has been a change in the estimate of recoverable amount.

j. Foreign Currency Transactions:

(i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing

on the date of the transaction or that approximates the actual rate at the date of the

transaction.

(ii) At the Balance sheet date all monetary assets & liabilities denominated in foreign currency

are reported at the exchange rate prevailing at the Balance sheet date.

(iii) The difference between the exchange rate of the balance sheet date and transaction date is

recognized as income/expenses.

k. Retirement Benefits:

Employee benefits are charged to Statement of Profit and loss as and when paid.

l. Borrowing Costs

Borrowing costs that are directly attributable to the acquisition or construction of qualifying

assets are capitalized, till the date on which the asset is put to use, as part of the cost of that asset.

A qualifying asset is one that necessarily takes substantial period of time to get ready for intended

use. All other borrowing costs are charged to revenue.

m. Taxation:

Current Tax: Provision of current income tax is recognized based on the estimated tax liability

computed after taking credit for allowances and exemptions in accordance with the provisions of

the Income Tax Act, 1961.

Deferred Tax: Deferred Tax assets and liabilities are recognized for the future tax attributable to

timing difference that result between the profit/loss offered for income taxes and the profit/loss as

per the consolidated financial statements. Deferred tax assets and liabilities are measured using

the tax rates and the tax laws that have been enacted at the Balance sheet date. Deferred tax assets

are recognized only to the extent there is reasonable certainty that the assets can be realized in the

future.

n. Contingent Liabilities:

Contingent liabilities are disclosed separately in the Notes to Accounts. Provisions are made on

all present obligations on which reliable estimates are possible and for which there is probability

of outflow of cash.

15) Contingent Liabilities not provided for in respect of (Rs. In Lacs):

Particulars 31.03.2017 31.03.2016

a) Guarantee given to Bank on - -

behalf of the Company

b) Inter-corporate Guarantee given - -

by the company to Financial

Institution and banks

c) Estimated amount of income tax 2371.00 2371.00

Contested for appeals not provided for

16) Deferred Tax

No Provision of deferred tax is made as there is no timing difference in terms of Accounting

Standard-22 issued by the Institute of Chartered Accountants of India.

17) Breakup of Director’s Remuneration:

(Rs.)

Particulars 31.03.2017 31.03.2016

Remuneration to Directors Nil Nil

18) Balances outstanding in Trade Receivables, Loans & Advances and Trade Payables are subject to

their confirmation from respective parties.

19) Related Party transactions disclosure:

a. Related parties:

Name Relationship

Mr. J.K. Singh

Key Management Persons (KMP) Mrs. Rita Singh

Mr. D.K. Singh (CEO) (w.e.f 18th January, 2017)

Mr. Hawa Singh Chahar (w.e.f 29th September, 2016)

Mr. Manoj Kumar Pandey (w.e.f 18th January, 2017)

Entities in which KMP can exercise

significant influence

Mr. Ajit Kumar Jha (CFO)

Twenty First Century Finance Ltd

Mesco Aerospace Ltd.

Mesco Logistics Ltd.

Mesco Mining Ltd.

Mesco Pharmaceuticals Ltd.

b. Details of transactions with related parties: (Rs.)


Twenty First Century

Finance Ltd

Nil (12,11,246) Net Loan

taken/(Repaid)

Mesco Aerospace Ltd. Nil (2,93,50,802) Net Loan

taken/(Repaid)

Mesco Logistics Ltd. 45,00,000 (33,27,60,996) Net Loan

taken/(Repaid)

Entities in which

KMP can exercise

significant

influence

Mesco Kalinga Steel Ltd. Nil (16,03,93,360) Net Loan

given/(Repaid)

Mesco Mining Ltd. Nil (6,25,17,430) Net Loan

given/(Repaid)

Mesco Pharmaceuticals

Ltd

(21,60,754) (76,07,577) Net Loan

taken/(Given)

Mesco Steels Ltd. 52,553 15,03,88,983 Net Loan

taken/(Repaid)

c. Balances Outstanding: (Rs.)


Mesco Logistics Ltd. 45,00,000 Nil Loan taken Entities in which

KMP can exercise

significant

influence

Mesco Pharmaceuticals Ltd 21,60,754 Nil Loan given

Mesco Steels Ltd. 54,86,27,536 54,86,70,088 Loan taken

20) In the opinion of the board and to the best of the knowledge and belief, the value of realization in

respect of current assets, loans and advances in the ordinary course of business would not be less

than the amount of which they are stated in the Balance sheet, the provision for all known

determined liabilities is adequate and is not in excess of amount reasonably required

21) Earnings per Share The computation of basic/diluted earnings per share is set out below:

(Rs.)

31.03.2017 31.03.2016

Profit as per Statement of Profit & Loss 3,33,27,235 1,90,30,75,249

Net Profit/(Loss) attributable to Equity

Shareholders – (A) 3,33,27,235 1,90,30,75,249

Basic/Weighted average number of Equity

Shares outstanding during the year – (B) 5, 02, 55,398 5, 02, 55,398

Nominal Value of Equity Share Rs. 10 each Rs. 10 each

Basic/Diluted Earnings per Share 0.66 37.87

22) Payment to Auditors:

(Rs.)

31.03.2017 31.03.2016

(a) Statutory Audit Fee 15,000 15,000

23) Rs.)

a. Expenditure in foreign currency:

Particulars 31.03.2017 31.03.2016

Travelling Nil Nil

Technical Know How Nil Nil

b. Earning in foreign currency (on accrual basis):

Particulars 31.03.2017 31.03.2016

FOB Value of Export Nil Nil

c. Value of Imports on CIF Basis:

Particulars 31.03.2017 31.03.2016

Purchase of Raw Material Nil Nil

Capital Goods Nil Nil

24) Employee’s Benefit Gratuity and other employee benefits are provided on payment basis.

25) Segment reporting

During the year there were no separate segments of the company.

26) Sundry Creditors (Due to Micro and Small Enterprises):

The company has not received any intimation from suppliers regarding their status under the

Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any,

relating to amounts unpaid as at the end of the year together with the interest paid/payable as

required under the Act have not been furnished.

27) The additional liability, if any, arising pursuant to assessment orders under various fiscal statutes

shall be accounted for in the year of assessment.

28) Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November,

2016 to 30th December, 2016:

SBN'S

Other Denomination

Notes

Total

(Rs.)


(+) Permitted Receipts - 50,000 50,000

(-) Permitted Payments - - -

(-) Amount deposited in Banks - - -


29) Additional Information as per Schedule III of the Companies Act, 2013 S.No

.

Name of the entity Net assets i.e. total assets

minus total liabilities

Share in profit or (loss)

As % of

consolidated

net assets

Amount

(Rs. in

crores)

As % of

consolidated

profit or (loss)

Amount

(Rs. in

Crores)

Parent

i. Mideast (India) Limited 6.58 8.04 0.58 .02

Associates

ii. Mideast Integrated Steels

Limited

93.42 114.07 99.42 3.31

Total 100 122.11 100 3.33

30) Previous year figures have been regrouped / recast whenever considered necessary to make these

comparable with those of the current year.




Firm Registration no.: 308001E

(S. K. Paul) (Rita Singh) (J.K. Singh)


DIN: 00082263 DIN No: 00090649

Place: New Delhi (Ajit Kumar Jha) Preeti S Nair

Dated: CFO CS

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